NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “ Agreement ”) is made and entered into on April 28, 2011 (the “ Effective Date ”), by and between Calpian, Inc., a Texas corporation, with its principal place of business located at 500 North Akard Street, Suite 2850, Dallas, Texas 75201 (the “ Company ”), and HD Special-Situations II, LP (the “ Lender ”).

Recitals

A. The Company and the Lender are executing and delivering this Agreement in reliance upon the exemptions from securities registration afforded by (i) the provisions of Regulation D (“ Regulation D ”) as promulgated by the United States Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933, as amended (the “ 1933 Act ”), and (ii) Section 4(2) under the 1933 Act.

B. The Lender desires to purchase from the Company, and the Company desires to issue and sell to the Lender, upon the terms and conditions stated in this Agreement:

(i) an aggregate of up to $8,000,000 in principal amount of the Company’s 16% Senior Secured Term Notes in the form attached as Exhibit A (each a “ Note ;”collectively, the “ Notes ”); and

(ii) a Warrant to Purchase Common Stock in the form attached as Exhibit B (the “ Warrant ”) for the purchase of that number of shares of the Company’s $0.001 par value common stock (the “ Common Stock ”) as is specified therein at the exercise price specified therein, which Warrant must be exercised (if at all) within five years after the date of issuance.

The Notes are to be issued and sold (i) in an initial funding (the “ Initial Funding ”) of at least $2,000,000 in principal amount to occur within 90 days after the Effective Date and (ii) if the Initial Funding is less than $8.0 million, and at the Company’s option, in up to three subsequent fundings (each a “ Subsequent Funding ;” collectively, the “ Subsequent Fundings ”) to occur within one year after the date of the Initial Funding (the “ Initial Funding Date ”) and otherwise pursuant to the provisions of Section 1(c) below. For the Initial Funding and each Subsequent Funding (sometimes referred as a “ Funding ,” or collectively as the “ Fundings ”), the principal amount of each Note shall be as specified by the Company (subject to the limits provided herein) and, except as provided in Section 1(e) below, the purchase price for each Note (the “ Purchase Price ”) shall be the principal amount thereof. The Warrant is to be issued and sold contemporaneously with the execution and delivery of this Agreement. Any Common Stock receivable upon exercise of the Warrant shall be referred to herein as the “ Warrant Shares .” The Notes, the Warrant and the Warrant Shares may be collectively referred to herein as the “ Securities .”

C. Contemporaneously with the execution and delivery of this Agreement, the Company is executing and delivering to the Lender a Security Agreement in the form attached as Exhibit C (the “ Security Agreement ”), pursuant to which the Company has agreed to secure all of its obligations under the Notes with a first-priority security interest in all existing and hereafter acquired assets owned by the Company.

D. Contemporaneously with the execution and delivery of this Agreement, and in furtherance of the security interest granted to the Lender in the Security Agreement, the Company is executing and delivering to the Lender a Collateral Assignment in the form attached as Exhibit D (the “ Collateral Assignment ”), pursuant to which the Company has agreed to assign as security all of its rights under the Collateral Loan Documents (as defined in the Collateral Assignment), including, but not limited to, the Company’s rights under (i) the Residual Purchase Agreement between the Company and Calpian Residual Partners V, L.P. dated December 31, 2010, and all agreements and other documents attached thereto as exhibits or otherwise referenced therein, and any amendments thereto, (ii) the Residual Purchase Agreement between the Company and Cooper and Schifrin, LLC dated December 31, 2010, and all agreements and other documents attached thereto as exhibits or otherwise referenced therein, and any amendments thereto, and (iii) the Residual Purchase Agreement between the Company and First Alliance Payment Processing, Inc. dated January 7, 2011, and all agreements and other documents attached thereto as exhibits or otherwise referenced therein, and any amendments thereto (collectively, the “ Existing Residual Contracts ”).

E. Contemporaneously with the execution and delivery of this Agreement, the Company is also delivering to the Lender a Subordination Agreement in the form of the attached Exhibit E (the “ Subordination Agreement ”) pursuant to which each individual or entity listed in the attached Schedule E is subordinating his, her or its rights with respect to his, her or its portion of the $1,550,000 in principal amount of Company debt shown on Schedule E (collectively, the “ Subordinated Debt ”) to the Lender’s rights under the Notes and the Security Agreement.

F. Contemporaneously with the execution and delivery of this Agreement, the Company is also executing and delivering to the Lender (i) a Deposit Account Control Agreement - Access Restricted After Notice (the “ Fundraising DACA ”) in the form attached as Exhibit F with respect to the Company’s account #          at Wells Fargo Bank, National Association (the “ Fundraising Account ”), pursuant to which the Company shall be replaced as the account administrator by the Lender and the Lender shall have sole control over the movement of funds out of the Fundraising Account beginning on the Initial Funding Date, and (ii) a Deposit Account Control Agreement - Access Restricted After Notice (the “ Operating DACA ”) in the form attached as Exhibit F with respect to the Company’s account #          at Wells Fargo Bank, National Association (the “ Operating Account ”), pursuant to which, beginning on the Initial Funding Date, the Lender shall have access to all transactional history in the Operating Account and the Operating Account shall be subject to such restrictions and control by the Lender as is specified therein. The Fundraising DACA and the Operating DACA are collectively referred to herein as the “ DACAs .”

G. Contemporaneously with the execution and delivery of this Agreement, the Company is also executing and delivering to the Lender a Registration Rights Agreement in the form attached as Exhibit G (the “ Registration Rights Agreement ”), pursuant to which the Company agrees, among other things, to provide certain piggyback registration rights for the Warrant Shares under the 1933 Act and applicable state securities laws.

Agreements

NOW, THEREFORE, in consideration of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Lender hereby agree as follows:

1. Deliveries and Payments on the Effective Date; Purchase and Sale of the Notes .

(a) Deliveries and Payments on the Effective Date . On the Effective Date:

(i) the Company shall deliver to the Lender originals of (A) this Agreement, (B) the Warrant, (C) the Security Agreement, (D) the Collateral Assignment, (E) the Subordination Agreement, (F) the DACAs, (G) the Registration Rights Agreement, (H) an Escrow Agreement in the form attached as Exhibit H (the “ Escrow Agreement ”) and (I) such other items as may be required by any of the foregoing documents (collectively, the “ Closing Documents ”), each duly authorized and executed by the Company and/or any other parties thereto, other than the Lender;

(ii) the Company shall pay to the Lender, in immediately available funds, (A) a non-refundable commitment fee of $40,000, (B) an origination fee of $240,000 (the “ Origination Fee ”), a portion of which shall be refundable as provided in Section 4(bb) below, (C) an administrative fee of $7,500 and (D) such other amounts, including the fees and expenses of the Lender, as the Company may be required to pay on the Effective Date pursuant to the Closing Documents; and

(iii) the Lender shall deliver to the Company executed originals of those Closing Documents which are required to be signed by the Lender.

(b) Initial Funding . So long as there is no existing or anticipated default by the Company under any of the Closing Documents, the Initial Funding shall occur on such date as the parties shall mutually agree, but not more than 90 days after the Effective Date. At the Initial Funding the Lender shall purchase from the Company a Note in the principal amount designated by the Company (but not less than $2,000,000), and the Company agrees to sell that Note to the Lender. Out of the Purchase Price for such Note there shall be paid to the Lender (i) non-refundable pre-paid pro-rated interest as provided in such Note, and (ii) such other amounts, including the fees and expenses of the Lender, as the Company and the Lender agree shall be included in disbursement instructions in the form attached as Exhibit I (the “ Initial Disbursement Instructions ”). The disbursements listed in the Disbursement Instructions shall be made as specified therein. On or before the date of the Initial Funding, (i) the Company shall have delivered to the Escrow Agent (as defined in the Escrow Agreement) originals of (A) the Note,

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(B) the Disbursement Instructions and (C) such other items as may be required by this Agreement or any other Closing Documents to be so delivered (collectively, the “ Initial Funding Documents ”), each duly authorized and executed by the Company and/or any other parties thereto (other than the Lender), and (ii) the Lender shall have delivered to the Escrow Agent (A) the Purchase Price and (B) executed originals of those Initial Funding Documents which are to be signed by the Lender.

(c) Subsequent Fundings . If the original principal amount of the Initial Funding is less than $8.0 million, the Company may, in its sole discretion, notify the Lender in writing that it desires to borrow some or all of the remaining balance through the issuance of up to three additional Notes in up to three Subsequent Fundings. To be valid, any such notification must (i) be given within one year after the Initial Funding Date and (ii) specify the amount being borrowed (which amount shall not (A) exceed $8.0 million minus the original principal amount(s) of the previously issued Note(s) or (B) be less than the lesser of $1.0 million or the remaining amount available to be drawn hereunder). If any such notification is received by the Lender, within 21 days after that receipt (or such other date as the parties may mutually agree in writing), the parties shall thereafter be obligated to complete that Subsequent Funding, so long as there is no existing or anticipated default by the Company under any of the existing Transaction Documents (as defined below); provided, however, that the Company may withdraw any notification by written notice to the Lender at least three days prior to the date that has been set to complete that Subsequent Funding. At each Subsequent Funding the Lender shall purchase a Note from the Company in the principal amount designated by the Company in the notification, and the Company agrees to sell that Note to the Lender. Out of the Purchase Price for any such Note there shall be paid to the Lender (i) non-refundable pre-paid pro-rated interest as provided in such Note and (ii) such other amounts, including the fees and expenses of the Lender, as the Company and the Lender agree shall be included in disbursement instructions (the “ Subsequent Disbursement Instructions ”) substantially similar to the Initial Disbursement Instructions (to the extent appropriate). The disbursements listed in the Subsequent Disbursement Instructions shall be made as specified therein. On or before the date of each Subsequent Funding, (i) the Company shall have delivered to the Escrow Agent originals of (A) the Note being sold pursuant to such Subsequent Funding, (B) the Subsequent Disbursement Instructions and (C) such other items as may be required by this Agreement or any of the other Closing Documents (collectively, the “ Subsequent Funding Documents ”), each duly authorized and executed by the Company and/or any other parties thereto (other than the Lender), and (ii) the Lender shall have delivered to the Escrow Agent (A) the Purchase Price and (B) executed originals of those Subsequent Funding Documents which are required to be signed by the Lender.

(d) Distribution of Documents and Payment . At each Funding, the Escrow Agent shall be responsible for disbursement of the Purchase Price according to the applicable Initial or Subsequent Disbursement Instructions and delivery of the Initial Funding Documents or Subsequent Funding Documents, as the case may be, to the Lender (with copies of the applicable documents to the Company duly executed by the Lender, where required), in each case in accordance with the terms of the Escrow Agreement.

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(e) Purchase Price Allocation . For purposes of §1273(c)(2) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and §1.1273-2(h)(2) of the Treasury Regulations thereunder, the Company and the Lender agree to allocate $100.00 to the purchase of the Warrant from the Purchase Price in the Initial Funding. The Company and the Lender agree that this paragraph constitutes the provision of relevant information to the Lender by the Company in a reasonable manner for purposes of §1.1275-2(e) of the Treasury Regulations.

2. The Lender’s Representations and Warranties . As of the Effective Date and the date of each Funding (a “ Funding Date ”), the Lender represents and warrants to the Company, and agrees, as follows:

(a) Investment Purposes; Compliance With 1933 Act . The Lender is purchasing the Securities for its own account for investment only and not with a view towards, or in connection with, the public sale or distribution thereof, except pursuant to sales registered, or exempt from registration, under the 1933 Act and applicable state securities laws. The Lender agrees to offer, sell or otherwise transfer the Securities only (i) in accordance with the terms of this Agreement, the Notes, the Warrant and the Registration Rights Agreement, as applicable, and (ii) pursuant to registration under the 1933 Act or an exemption from registration under the 1933 Act and any other applicable securities laws. The Lender does not by its representations in this Section 2(a) agree to hold the Securities for any minimum or other specific term, and reserves the right to dispose of the Securities at any time pursuant to a registration statement or in accordance with an exemption from registration under the 1933 Act, in all cases in accordance with applicable state and federal securities laws. The Lender understands that it shall be a condition to the issuance of the Warrant Shares that such shares be and are subject to the representations set forth in this Section 2(a).

(b) Accredited Investor Status . The Lender is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D. The Lender has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment made pursuant to this Agreement. The Lender (i) understands that its investment in the Securities involves a high degree of risk, (ii) understands that it may be required to bear the economic risk of its investment for an indefinite period of time and (iii) is able to bear such risk.

(c) Reliance on Exemptions . The Lender understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of applicable federal and state securities laws, and that the Company is relying upon the truth and accuracy of, and the Lender’s compliance with, the representations, warranties, agreements and covenants of the Lender set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Securities.

(d) Information . The Lender and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by the Lender. The Lender and its

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advisors, if any, have been afforded the opportunity to ask all questions of the Company as they have in their discretion deemed advisable. The Lender has sought such accounting, legal and tax advice as it has considered necessary to an informed investment decision with respect to the investment made pursuant to this Agreement.

(e) No Government Review . The Lender understands that no United States federal or state agency or any other government or governmental agency has approved or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities, nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f) Transfer or Resale . The Lender understands that except as provided in the Registration Rights Agreement, (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold or otherwise transferred unless either (A) subsequently registered thereunder or (B) the Lender shall have delivered to the Company an opinion by counsel reasonably satisfactory to the Company, in form, scope and substance reasonably satisfactory to the Company, to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration and (ii) neither the Company nor any other individual or entity is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(g) Legend . Subject to Section 5(b) below, the Lender understands that each Note, the Warrant and any stock certificates representing the Warrant Shares (until such time as the Warrant Shares have been registered under the 1933 Act pursuant to the Registration Rights Agreement or otherwise may be sold by the Lender pursuant to Rule 144 (or any applicable rule which operates to replace Rule 144) promulgated under the 1933 Act (“ Rule 144 ”)), shall bear a restrictive legend (the “ Legend ”) in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE “LAWS”). THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE APPLICABLE LAWS OR (II) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE APPLICABLE LAWS.

(h) Authorization; Enforcement . Of the Closing Documents, Initial Funding Documents and Subsequent Funding Documents (collectively, the “ Transaction Documents ”), those that are to be signed by the Lender have been duly and validly authorized, executed and delivered by the Lender and are each valid and binding agreements of the Lender enforceable in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally.

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3. The Company’s Representations and Warranties . As of the Effective Date and each Funding Date, the Company represents and warrants to the Lender, and agrees, as follows:

(a) Organization and Good Standing . The Company is a corporation duly organized and existing in good standing under the laws of the State of Texas, and has the requisite power to own its properties and to carry on its business as now being conducted. The Company is duly registered as a foreign corporation and is in good standing in every other jurisdiction in which the nature of its business makes such registration necessary and where the failure to so register would have a Material Adverse Effect. As used herein, “ Material Adverse Effect ” means any material and adverse effect on (i) the assets, liabilities, sales, financial condition, business, operations, affairs, circumstances or prospects of the Company and any subsidiaries (taken as a whole) from those reflected in the SEC Documents (as defined below) or from the facts represented or warranted in the Transaction Documents, (ii) the ability of the Company and any subsidiaries to carry out their businesses as the same are being conducted or are proposed to be conducted at the date of this Agreement or to meet their obligations under the Transaction Documents on a timely basis or (iii) the rights and remedies of the Lender under the Transaction Documents.

(b) Authorization; Enforcement . The Company has the requisite corporate power and authority to issue and sell the Securities in accordance with the terms hereof and of the Warrant, to perform its obligations under the Notes and the Warrant in accordance with their terms, and to enter into and perform the other Transaction Documents to which it is a party. The Company’s execution, delivery and performance of the Transaction Documents to which it is a party, and its consummation of the transactions contemplated thereby, have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its stockholders, or any other individual or entity, is required in connection therewith. The Transaction Documents to which the Company is a party, including, on the applicable Funding Date, the applicable Note, have been duly and validly authorized, executed and delivered by the Company, and the Transaction Documents to which the Company is a party, including each Note (when issued) and the Warrant, constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally.

(c) Capitalization . As of the Effective Date, the authorized capital stock of the Company consisted of (i) 200,000,000 shares of $0.001 par value common stock, of which 16,674,140 shares were issued and outstanding, and (ii) 1,000,000 shares of preferred stock, of which 23,836 shares of $0.001 par value Series A Convertible Preferred Stock were issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and non-assessable. As of the Effective Date and each Funding Date, except for the Notes and the Warrant or as disclosed in the attached Schedule 3(c) , (i) there were no outstanding options,

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warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever issued or agreed to by the Company relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries, (ii) there were no outstanding debt securities of the Company or any of its subsidiaries other than as set forth on Schedule E and (iii) there were no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act (except as provided in the Registration Rights Agreement). The Company has previously furnished to the Lender true and correct copies of the Company’s Certificate of Formation (the “ Certificate of Formation ”) and the Company’s Bylaws, each of which was in effect on the Effective Date.

(d) Issuance of Warrant Shares . The Warrant Shares are all duly authorized and reserved for issuance, and in all cases upon issuance in accordance with the terms of the Warrant shall be validly issued, fully paid and non-assessable, free from all taxes, liens and charges with respect to the issuance thereof, and will not be subject to preemptive rights or other similar rights of stockholders of the Company which have not been previously waived.

(e) Acknowledgment Regarding Lender’s Purchase of the Securities . Except as disclosed in the attached Schedule 3(e) , (i) the Lender is not acting as a financial advisor to, or fiduciary of, the Company (or in any similar capacity) with respect to this Agreement or the transactions contemplated hereby, (ii) this Agreement and the transactions contemplated hereby, and the relationship between the Lender and the Company, are and will be considered “arms-length” notwithstanding any other or prior agreements or nexus between the Lender and the Company, whether or not disclosed, and (iii) other than the representations and warranties set forth in Section 2 above, any statements made by the Lender, or any of its representatives or agents, in connection with this Agreement and the transactions contemplated hereby are not to be construed as advice or a recommendation, are merely incidental to the Lender’s purchase of the Securities and have not been relied upon in any way by the Company or its management. The Company’s decision to enter into this Agreement and the transactions contemplated hereby have been based solely upon an independent evaluation by the Company and its management.

(f) No Integrated Offering . Neither the Company nor any of its Affiliates (as defined in Section 3(n) below), nor any individual or entity acting on its or their behalf, has directly or indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances which would prevent the parties hereto from consummating the transactions contemplated hereby pursuant to an exemption from registration under the 1933 Act and, specifically, in accordance with the provisions of Regulation D. The transactions contemplated hereby are exempt from the registration requirements of the 1933 Act, assuming the accuracy of the representations and warranties of the Lender contained herein.

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(g) No Defaults, Violations or Required Consents . Except as set forth in the attached Schedule 3(g) , the Company (i) is not in violation of its Certificate of Formation and (ii) is not in default (and no event has occurred which, with notice or lapse of time or both, would put the Company in default) under, nor has there occurred any event giving others (with notice or lapse of time or both) any rights of termination, amendment, acceleration or cancellation of, any agreement or other instrument to which the Company is a party, except for defaults or rights as would not, in the aggregate or individually, have a Material Adverse Effect. The business of the Company is not being conducted in violation of any law, ordinance, or regulation of any governmental entity, or any industry standard, except for possible violations which neither singly nor in the aggregate would have a Material Adverse Effect. Except as specifically contemplated by this Agreement or as required under the 1933 Act, the 1934 Act (as defined below) and/or any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver and perform any of its obligations under the Transaction Documents in accordance with the terms thereof.

(h) SEC Documents; Financial Statements . Except as disclosed in the attached Schedule 3(h) , since the date that the Company’s registration statement on Form 10 became effective, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), with all of the foregoing that were filed prior to the Effective Date, together with all exhibits, financial statements and schedules thereto and all documents (other than exhibits) incorporated by reference therein, being hereinafter referred to as the “SEC Documents .” The Company has made available to the Lender (to the extent requested by the Lender) true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the applicable rules and regulations of the SEC promulgated thereunder, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements (i) have been prepared in accordance with generally accepted accounting principles (“ GAAP ”), consistently applied, during the periods involved except (A) as may be otherwise indicated in such financial statements or the notes thereto or (B) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements and (ii) fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No information provided by or on behalf of the Company to the Lender contains any untrue statement of a material fact or omits to state any material fact required to be stated therein in order to make the statements therein, in the light of the circumstances under which they are or were made, not misleading. Except as set forth in the financial statements of the Company included in the SEC Documents or as disclosed in Schedule 3(h) , the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts

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and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, in each case of clauses (i) and (ii) above, which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company. The SEC Documents contain a complete and materially accurate description of all written and oral contracts, agreements, leases or other instruments to which the Company is a party or by which the Company is bound which are required by the rules and regulations promulgated by the SEC to be disclosed (each a “ Contract ”). Neither the Company nor, to the Company’s knowledge, any of the other parties thereto, is in breach or violation of any Contract, which breach or violation would, or with the lapse of time, the giving of notice, or both, have a Material Adverse Effect.

(i) Absence of Certain Changes; Bankruptcy . Since September 30, 2010, there has been no Material Adverse Effect on the business, properties, operation, financial condition, results of operations or prospects of the Company. The Company has not taken any steps, and currently has no reasonable expectation of taking any steps, to seek protection pursuant to any bankruptcy law, nor does the Company have any knowledge that its creditors intend to initiate involuntary bankruptcy proceedings.

(j) Absence of Litigation . Except as set forth in the attached Schedule 3(j) , there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or governmental body pending or, to the knowledge of the Company, threatened against or affecting the Company, (i) wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect, or would materially and adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, any of the Transaction Documents, (ii) that involves, or would involve, the Sold Merchants (as defined in the Existing Residual Contracts) or a Seller (as defined in the Existing Residual Contracts) or (iii) that may impact the Company’s rights to the Purchased Residuals (as defined in the Existing Residual Contracts) or any security interest granted to the Lender under any of the Transaction Documents.

(k) Corrupt Business Practices . Neither the Company nor any officer, director or other individual or entity acting on behalf of the Company has, in the course of his, her or its actions for or on behalf of the Company, (i) used any of the Company’s funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from the Company’s funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or (iv) made, directly or indirectly, any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(l) Brokers; No General Solicitation . Except as set forth in the attached Schedule 3(l) , the Company has not taken any action that would give rise to any claim by any individual or entity for brokerage commissions, finder’s fees or similar payments relating to this Agreement and the transactions contemplated hereby. The Company acknowledges that, except as set forth in Schedule 3(l) , no broker or finder was involved with respect to the transactions contemplated

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hereby. Neither the Company nor any other individual or entity participating on the Company’s behalf in the transactions contemplated hereby, nor any individual or entity acting for the Company or any such other individual or entity, has conducted any “general solicitation,” as described in Rule 502(c) under Regulation D, with respect to the Securities.

(m) Status of Assets; Subsidiaries . Except for (i) the subordinate liens held by the holders of the Subordinated Debt or of any other Debt (as defined in Section 4(g) below) incurred subsequent to the Effective Date in accordance with the provisions hereof, or (ii) as described on Schedule 3(m) , the Company has good and marketable title to, or valid right to use, each of the Purchased Residuals and each of its other assets that is material to its business, in each case free and clear of all liens, claims, restrictions and other encumbrances. The Company has no subsidiaries.

(n) Affiliate Transactions . Except as set forth on Schedule 3(n) , as to each agreement or transaction between the Company and any Affiliate, the terms of that agreement or transaction are consistent with market rates in effect at the time the agreement or transaction was entered into. For purposes of this Agreement, the term “ Affiliate ” means, with respect to any individual or entity, any other individual or entity that directly or indirectly controls or is controlled by, or under common control with such individual or entity. For the purposes of this definition, “control,” when used with respect to any individual or entity, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such individual or entity, whether through the ownership of voting securities, by contract or otherwise.

(o) Insurance . The Company’s insurance coverage with respect to its properties, assets and business is reasonable and customary for corporations engaged in similar lines of business and is in full force and effect. Such coverage includes general liability insurance of at least $1.0 million, with a $3.0 million umbrella policy, and key man insurance of at least $2.0 million on the life of Harold Montgomery.

(p) Solvency . The Company is solvent and shall not become insolvent as a result of the consummation of the transactions contemplated by this Agreement. The Company is, and after giving effect to the transactions contemplated by this Agreement shall be, able to pay its debts as they become due, and the Company’s property now has, and after giving effect to the transactions contemplated hereby shall have, a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities). The Company has adequate capital to carry on its business, and after giving effect to the transactions contemplated by this Agreement, the Company shall have adequate capital to conduct its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company.

(q) No Undisclosed Liabilities; Taxes . The Company has no material liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, that adversely impact the Sold Merchants or the Purchased Residuals. The Company has paid, when due, all taxes owed to all governmental authorities.

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(r) Sold Merchants . The Company has provided the Lender with complete and accurate information as to (i) the name of each Sold Merchant, (ii) the address of each Sold Merchant, (iii) the current month to date sales of each Sold Merchant, (iv) the current year to date sales of each Sold Merchant, (v) the discount rate paid by each Sold Merchant, (vi) the Sold Merchant’s MID (as defined in the Existing Residual Contracts) and (vii) any other documentation reflecting revenues received by the Company attributable to a Sold Merchant. The Company has the right to receive the Purchased Residuals with respect to the each Sold Merchant under the ISO Agreements (as defined in the Existing Residual Contracts), as applicable. The Company does not maintain or control any reserve account or other funds attributable to any Sold Merchant. The Company has not received any notice of default or termination from any Sold Merchant, nor does the Company know of any bankruptcy of any Sold Merchant. The Company has complied in all material respects with the provisions of the ISO Agreements that are applicable to it.

(s) Industry Security Guidelines . To the Company’s best knowledge, each Seller has complied with the Industry Security Guidelines (as defined in the Existing Residual Contracts) with respect to the Purchased Residuals acquired from that Seller.

(t) Privacy Requirements . To the Company’s best knowledge, each Seller has complied with the Privacy Requirements (as defined in the Existing Residual Contracts) with respect to the Purchased Residuals acquired from that Seller.

4. Covenants of the Parties .

(a) Best Efforts . Each party shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement. No party shall intentionally perform or fail to perform any act that, if performed or omitted to be performed, would prevent or excuse the performance of this Agreement or any of the transactions contemplated hereby.

(b) Securities Laws . On or before the Effective Date and each Funding Date, the Company shall take all action necessary in order to sell the Securities then being sold to the Lender in compliance with federal and applicable state securities laws, and shall promptly provide written evidence of such compliance to the Lender upon written request. The Company shall timely file a Form D (and any other equivalent form or notice required by applicable state law) with respect to the issuance of the Securities if and as required under Regulation D and applicable state securities laws.

(c) Reservation of Shares .

(i) The Company shall at all times have authorized and reserved for issuance that number of shares of Common Stock which is sufficient to provide for the issuance of all of the Warrant Shares. Prior to the complete exercise or expiration of the Warrant, the Company shall not reduce the number of shares of Common Stock reserved for issuance upon exercise of the Warrant without the written consent of the Lender, except for a reduction proportionate to a reverse stock split which affects all shares of Common Stock equally.

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(ii) If at any date the Company shall not have authorized and reserved for issuance that number of shares of Common Stock which is sufficient to provide for the issuance of all of the Warrant Shares which could then be issued, within 90 days of such date the Company shall call and hold a special meeting of its stockholders (or arrange for a written consent of stockholders) for the sole purpose of increasing the Company’s authorized and unissued shares to an amount sufficient to correct such deficiency. In connection with such meeting, the Company shall use it best efforts to cause its officers and directors to (i) recommend to stockholders that they vote in favor of such increase in the number of authorized and unissued shares and (ii) vote all of their shares in favor of such increase. Such remedy shall be in addition to all other rights and remedies available to the Lender under the Transaction Documents, as well as any other rights or remedies afforded by law or equity.

(d) Expense Reimbursement . Subject to the provisions of this Section, the Company agrees to (i) pay all fees and expenses (including business, legal, appraisal and post-Effective Date monitoring) reasonably incurred by the Lender in connection with this Agreement and the other Transaction Documents, or any amendment thereto, and (ii) provide advances against such fees and expenses in such amounts as the Lender may reasonably request from time-to-time. Upon receipt from the Lender of adequate documentation for such fees and expenses, the Company agrees to pay, or reimburse the Lender for, all such fees and expenses, regardless of whether they are incurred before or after the Effective Date. The Lender acknowledges that as of the Effective Date $30,000 has been paid by the Company to be applied toward such fees and expenses. Although the Company acknowledges that such fees and expenses may exceed $30,000, the Company’s reimbursement obligation hereunder shall not exceed an additional $30,000 through the Effective Date without the Company’s written consent.

(e) Status; Taxes . Until the Notes have been paid in full, the Company shall maintain its existence in good standing and shall pay all taxes before they become delinquent, except for taxes that are reasonably disputed or which, if not paid, would not have a Material Adverse Effect.

(f) Use of Proceeds . The Company shall use the net Purchase Price for each Note only for (i) the acquisition of retail credit card processing residual income streams from independent sales organizations in the United States after the Effective Date (the “ Future Residuals ”), but only if the acquisition has been approved in writing by the Lender prior to its consummation, which approval shall not be unreasonably withheld, conditioned or delayed, and (ii) working capital.

(g) Restrictions on Existing Debt Payments . Until the Notes have been paid in full, the Company shall not make any payment on or with respect to any Debt in existence on the Effective Date except for scheduled principal and interest payments on the Subordinated Debt; provided, however, that no principal or interest payments shall be made on any Subordinated Debt (i) if such payment would cause an “ Event of Default ” to occur under any Note or (ii) if an Event of Default has occurred and is continuing under any Note. For purposes of this Agreement, the term “ Debt ” means indebtedness for borrowed money, except that trade payables and/or accrued liabilities arising in the ordinary course of business shall not be considered Debt.

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(h) Creation of Post-Effective Date Debt . Until the Notes have been paid in full, the Company shall not incur any Debt unless such additional Debt is non-amortizing, currently payable on terms reasonably acceptable to the Lender (with the parameters of such acceptable terms being set forth on the attached Schedule 4(h) ), subordinated to the Notes by a subordination or other agreement on terms substantially the same as the terms of the Subordination Agreement, and has a maturity date that is at least 91 days after the maturity date of the then-outstanding Notes.

(i) Minimum Cash, Monthly Revenue and EBITDA . Until the Notes have been paid in full, beginning on the first day of the month in which the Effective Date occurs and as of the first day of each calendar month thereafter, for the Existing Residual Contracts, the Company shall maintain a balance of cash and cash equivalents, monthly revenue, and earnings before interest, taxes, depreciation and amortization (“ EBITDA ”) in excess of the minimum amounts set forth on the attached Schedule 4(i) for the months specified thereon. Upon each acquisition of Future Residuals, the monthly revenue and EBITDA set forth on Schedule 4(i) for the month specified thereon shall be modified by multiplying the projected monthly revenue and EBITDA of those Future Residuals by 0.9 and adding the result to Schedule 4(i) for the remaining months specified thereon. Notwithstanding any amount specified on Schedule 4(i), beginning on the first day of the second month following the month in which the Initial Funding Date occurs, and as of the first day of each calendar month thereafter (until the Notes have been paid in full), the Company shall maintain a balance of cash and cash equivalents of at least $350,000.

(j) Financial and Other Information . Until the Notes have been paid in full:

(i) Within 90 days after the end of each fiscal year (plus any filing extension to which the Company may be entitled based on a timely filing on Form 12b-25), the Company shall provide the Lender with audited consolidated financial statements of the Company for such fiscal year, in each case audited by an accounting firm selected by the Company and reasonably acceptable to the Lender (it being agreed that the firm of Whitley Penn, LLP, or its successor, is reasonably acceptable to the Lender).

(ii) Within 45 days after the end of each of the first three fiscal quarters (plus any filing extension to which the Company may be entitled based on a timely filing on Form 12b-25), the Company shall provide the Lender with unaudited consolidated financial statements of the Company for such fiscal quarter.

(iii) Within 15 days after the end of each calendar month, the Company shall provide the Lender with a report, electronically or in writing, that includes (A) a listing of all of the Ratio Collateral (as defined below) as of the end of such calendar month, (B) the cash flow status of the Ratio Collateral as of the end of such calendar month, (C) internally prepared consolidated financial statements of income, shareholders’ equity and cash flow of the Company for such calendar month and a balance sheet of the Company as of the end of such month (each

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prepared in accordance with GAAP, consistently applied during the period covered by such statements and in a form satisfactory to the Lender), setting forth in each case (beginning in January 2012) comparisons to figures for the corresponding periods in the preceding fiscal year and, beginning in the month of the Effective Date, comparisons to budgets prepared by the Company and (D) such other financial or business information as the Lender may reasonably request, all in a format that is mutually agreeable to the Company and the Lender. The monthly statements shall be accompanied by (i) a certificate from the Company’s principal financial officer and principal executive officer, in a form reasonably acceptable to the Lender, certifying that (A) the Company is in compliance with each covenant set forth in the Transaction Documents that applies to it, (B) no Event of Default has occurred with respect to any of the Notes and (C) no event of default has occurred with respect to any indebtedness in favor of banks, other financial institutions or third party lenders, or if such is not the case, specifying such non-compliance, Event of Default or other event of default and the steps being taken to remedy same, (ii) management’s discussion and analysis of the Company’s financial condition and any material changes in its financial condition and/or results of operations compared to the prior month and (iii) a description of any pending or, to the Company’s knowledge, threatened litigation or other legal action involving the Company or any of its subsidiaries.

(iv) Unless otherwise notified by the Lender, during each calendar month the Company shall hold a review meeting (or teleconference) with the Lender at a mutually agreeable place and time.

(v) At least 30 days prior to the commencement of each fiscal year the Company shall provide the Lender with a comprehensive annual budget, which shall include annual consolidated and consolidating budgets prepared on a monthly basis for the Company for such fiscal year (displaying anticipated statements of income, shareholders’ equity, changes in financial position and balance sheets and containing such internal narrative as is appropriate). In addition, the budget shall include a capital expenditure plan which shall be presented to the Company’s Board of Directors for its approval within 30 days after the commencement of each fiscal year. Such capital expenditure plan, and any changes thereto, shall be subject to the approval of the Lender, which approval shall not be unreasonably withheld, conditioned or delayed.

(k) Other Company Information . Until the Notes have been paid in full, the Company shall promptly provide the Lender with any reports, management letters or other information that are created or received concerning significant aspects of its and/or any subsidiary’s operations and financial affairs to the extent not otherwise provided to the Lender. Until the Notes have been paid in full, within five days following the Lender’s request, the Company shall provide the Lender with such other information and financial data concerning the Purchased Residuals and/or any Future Residuals (collectively, the “ Residuals ”), the Company and/or any subsidiary as the Lender may reasonably request.

(l) Dividends, Distributions and Redemptions . Until the Notes have been paid in full, neither the Company nor any subsidiary shall (i) declare, authorize or pay any dividend or distribution on any of its equity interests, except for dividends payable solely in common stock, (ii) purchase, redeem or otherwise acquire for value any of its equity interests or (iii) return any capital to its equity holders.

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(m) Sale of Assets; Leasebacks; Management Fees; Affiliate Transactions . Until the Notes have been paid in full, without the written consent of the Lender (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any subsidiary to, enter into any arrangements, directly or indirectly, with any individual or entity, whereby the Company or subsidiary shall (i) sell or transfer any property, whether now owned or hereafter acquired, outside of the ordinary course of business, (ii) sell or transfer any property and then rent or lease (as lessee) that property for substantially the same purpose or purposes as the property was used prior to sale or transfer or (iii) pay any management fee or similar type of fee to any individual or entity, except on fair, arm’s length terms. Until the Notes have been paid in full, the Company shall not (i) perform any existing agreement, or enter into any new transaction(s), with any Affiliate which would, individually or in the aggregate, cause payment to that Affiliate in excess of $10,000 in any fiscal year, (ii) increase the salary or other compensation payable to any Affiliate from that paid as of the Effective Date, (iii) enter into any agreement or transaction with any Affiliate except on terms that are consistent with market rates in effect at the time or (iv) cause or allow any subsidiary to take any of the foregoing actions.

(n) Capital Expenditures . Until the Notes have been paid in full, without the written consent of the Lender (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any subsidiary to, make any expenditures for fixed or capital assets if, after giving effect thereto, the aggregate of all such expenditures would exceed $50,000 during any fiscal year net of the cash proceeds received during such fiscal year from the sale of any fixed or capital assets (with any amount of such limit which is not used during a fiscal year to be added to the amount that may be expended in the succeeding fiscal year).

(o) Collateral Coverage Ratio . Until the Notes have been paid in full, the Company shall not, at any time following the Initial Funding Date, permit its Collateral Coverage Ratio to be less than 2.0x. For purposes of this paragraph, “ Collateral Coverage Ratio ” shall mean, as of any date, an amount equal to the ratio of (i) the sum of (A) the Company’s cash and cash equivalents, plus (B) the value of the Residuals, less amortization (collectively, the “ Ratio Collateral ”), all determined as of the end of each calendar month in which any Note remains outstanding on a consolidated basis in accordance with GAAP and reflected on the Company’s consolidated balance sheets, to (ii) the aggregate outstanding principal amounts, plus accrued interest (if any), of the Notes.

(p) Payment of Administrative Fee . At the end of each calendar quarter ending after March 31, 2011, at which one or more of the Notes remains outstanding, the Company shall pay to the Lender a $7,500 administrative fee (the “ Administrative Fee ”), such payment to be made at the same time as the monthly Note payment(s) then due.

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(q) Acquisition of Subsidiaries . In the event that the Company acquires any wholly- or partially-owned subsidiary at any time prior to the full payment of the Notes, at the time of such acquisition the Company shall (i) cause each such subsidiary to guaranty the payment of the Notes (and related expenses) and secure such guaranty with a first-priority security interest in all of its assets and (ii) provide the Lender with a first-priority security interest in all of its equity interests in each subsidiary. In each case, such guaranty and security interests shall be in a form reasonably acceptable to the Lender.

(r) Acquisition of Real Property . After the Effective Date and prior to the full payment of the Notes, the Company shall not acquire, nor shall it cause or allow any subsidiary to acquire, any real property without the Lender’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event that any acquisition of real property is permitted by the Lender, the Company shall, or shall cause the acquiring subsidiary to, grant the Lender a first-priority security interest therein by means of a mortgage or deed of trust in a form reasonably acceptable to the Lender and enter into or provide such other documentation in connection therewith as the Lender may reasonably require.

(s) Sale or Discount of Residuals or Accounts Receivable . Until the Notes have been paid in full, without the consent of the Lender (such consent not to be unreasonably withheld, conditioned or delayed) neither the Company nor any subsidiary shall discount or sell (with or without recourse) any Residuals or accounts receivable except in connection with the collection or enforcement thereof in the ordinary course of business.

(t) Indemnification . Upon demand, the Company shall, and shall cause any appropriate subsidiary to, indemnify the Lender and its Affiliates with respect to, and defend and hold the Lender and its Affiliates harmless against, any fine, penalty, loss, damage, liability, cost or expense (including, but not limited to, reasonable attorney’s fees and costs of investigation) arising out of or in connection with any claim or cause of action that is brought or threatened against the Lender and/or its Affiliates by any individual or entity (other than the Company or any subsidiary) as a result of the Lender entering into this Agreement or any of the other Transaction Documents and/or performing its obligations hereunder or thereunder, except to the extent that such fine , penalty, loss, damage, liability, cost or expense has resulted from the gross negligence or willful misconduct of the Lender or its Affiliates. The obligations in this Section shall survive the termination of this Agreement and the payment of the Notes.

(u) Inspection Rights . Until the Notes have been paid in full, the Company shall permit any representative designated by the Lender, upon reasonable notice and during normal business hours, to (i) visit and inspect any of the properties of the Company or any subsidiary, (ii) examine the financial records of the Company or any subsidiary and make copies thereof or extracts therefrom and (iii) discuss the affairs, finances and accounts of the Company or any subsidiary with the Company’s management, key employees and/or independent accountants. So long as the Company is not in default under any Note, all costs and expenses incurred by the Lender in connection with any such inspection shall be funded by the Administrative Fee.

(v) Unfunded Liabilities - ERISA . Until the Notes have been paid in full, the Company shall not incur, and shall not cause or allow any subsidiary to incur, any liability or tax under section 4971 of the Code in respect of an accumulated funding deficiency (or obtain any

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waiver under section 412(d) of the Code or section 303 of the Employee Retirement Income Security Act (“ ERISA ”)) or incur any material liability to the Pension Benefit Guaranty Corporation in connection with any employee benefit plan. The Company shall not cause or allow, and shall not permit any subsidiary to cause or allow, any Reportable Event (as defined in Title IV of ERISA) to occur or continue with respect to any such plan.

(w) Additional Agreements . In addition to the DACAs, until the Notes have been paid in full, at the Lender’s request, the Company shall enter into, or cause any subsidiary to enter into, mutually acceptable agreements with (i) the Lender and the Company’s or applicable subsidiary’s bank(s) with respect to its bank account(s) and/or (ii) the Lender and individuals or entities making payments to the Company or applicable subsidiary with respect to the deposit of those payments. The Company shall cooperate with the Lender to implement such agreements within five business days after written notice from the Lender.

(x) Conduct of Business; Notice . Until the Notes have been paid in full, the business of the Company and any subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible violations which neither singly nor in the aggregate would have a Material Adverse Effect. Until the Notes have been paid in full, the Company shall promptly notify the Lender in writing of the occurrence of a Material Adverse Effect with respect to itself or any subsidiary.

(y) Insurance . Until the Notes have been paid in full, the Company shall at all times (i) keep its business and assets, and the business and assets of any subsidiary, insured against such liabilities, losses and damage as are ordinarily insured against by owners of similar businesses through such insurers and on such terms of coverage as are reasonably acceptable to the Lender and (ii) cause its insurance policies and those of its subsidiaries to name the Lender as an additional insured or beneficiary thereunder (or include a lender loss contract endorsement payable in favor of the Lender) and provide that such policies may not be canceled without at least ten days prior notice to the Lender. Such insurance coverage shall at all times include (i) general liability insurance of at least $1.0 million, with a $3.0 million umbrella policy, and (ii) key man insurance of at least $2.0 million on the life of Harold Montgomery.

(z) No Material Changes to Certain Agreements . Unless consented to in writing by the Lender (such consent not to be unreasonably withheld, conditioned or delayed) or as set forth on the attached Schedule 3(n) , until the Notes have been paid in full, the Company shall not (i) materially modify any employment, consulting, advisory or other services agreement between the Company and any of its officers, directors, Affiliates, Cagan McAfee Capital Partners, LLC or Colorado Financial Services Corporation, or any of their Affiliates, in existence as of the Effective Date or (ii) enter into any new agreement with any of its officers, directors, Affiliates, Cagan McAfee Capital Partners, LLC or Colorado Financial Services Corporation, or any of their Affiliates, involving employment, consulting, advisory or other services or providing for any compensation to such persons.

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(aa) Confidentiality Agreement . To the extent reasonably requested by the Company, the Lender shall execute a confidentiality agreement with respect to any material non-public information that may be disclosed to the Lender pursuant to this Agreement.

(bb) Partial Refund of Origination Fee . Subject to Section 8(l) below, if, on the first anniversary of the Initial Funding Date, the original principal amounts of the issued Notes total less than $8.0 million, within 30 days after such anniversary the Lender shall pay to the Company an amount equal to one and one-half percent (1.5%) of the difference between such total and $8.0 million.

(cc) Landlord Subordination . The Company shall use commercially reasonable efforts to obtain, within 30 days after the Effective Date, a subordination agreement from its landlord for the leased premises located at 500 North Akard Street, Suite 2850, Dallas, Texas, pursuant to which the landlord will subordinate its landlord’s liens (whether established pursuant to the terms of a lease agreement or implied by law), to the Lender’s rights under the Notes and the Security Agreement, in a form and substance reasonably acceptable to the Lender.

(dd) Future Residuals Security Documents . Until the Notes have been paid in full, each time the Company or any subsidiary acquires any Future Residuals, the Company and/or such subsidiary shall deliver to the Lender documentation with respect to such Future Residuals in a form substantially similar to the applicable Existing Residuals Security Documents (as defined in Section 7(h) below) or as the Lender shall otherwise reasonably request (collectively, the “ Future Residuals Security Documents ”). In each instance, the applicable Future Residuals Security Documents shall be delivered at such time as is agreed upon by the Company and the Lender.

(ee) Additional Subordinated Debt . On or before the date of the Initial Funding, the Company shall have obtained at least $1 million (less applicable fees and expenses) from a lender on terms consistent with Section 4(h) above, or otherwise acceptable to the Lender.

(ff) Amendment to Residual Agreements . Until the Notes have been paid in full, the Company shall not amend, or cause or allow any Affiliate to amend, any agreement with respect to any Future Residuals (collectively, the “ Future Residual Contracts ”), any Existing Residual Contract, or any ISO Agreement in any way that affects any Residual or the Lender’s rights with respect thereto without the Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed).

(gg) Compliance with Industry Security Guidelines . The Company shall use its best efforts to cause the Sellers at all times to comply with the Industry Security Guidelines applicable to any of the Residuals.

(hh) Compliance with Privacy Requirements . The Company shall use its best efforts to cause the Sellers at all times to comply with the Privacy Requirements applicable to any of the Residuals.

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(ii) Compliance with Processor Agreements and Applicable Laws . The Company shall use its best efforts to cause the Sellers at all times to comply in all material respects with the provisions of the ISO Agreements and any similar agreements with processors with respect to the Future Residuals that are applicable to it, as well as all applicable laws, regulations and industry standards in connection with the operation of its business.

(jj) Release of Liens . Without the Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed), the Company shall not release, or cause or allow any Affiliate to release, any lien it now holds, or in the future may hold, on the assets of any Seller or any entity from which the Company acquires Future Residuals.

(kk) Fundraising Account Deposits and Transfers . Until the Notes have been paid in full, the Company shall cause all payments that are to be made to it with respect to any Residuals to be electronically deposited into the Fundraising Account on a timely basis. Thereafter, such funds shall be transferred only to the Operating Account, with each such transfer to be at such time, and in such amount, as is agreed upon by the Lender (with such agreement to not be unreasonably withheld, conditioned or delayed).

(ll) Substitution of Escrow Agent . Upon reasonable request of the Lender, the Company shall use its best efforts to promptly cause a new escrow agent to be substituted for the existing escrow agent under the Escrow Agreement dated January 25, 2011, by and between the Company, Cooper and Schifrin, LLC and American Escrow Company.

(mm) Changes to Fundraising and Operating Accounts . By such means as is reasonably acceptable to the Company, the Lender and Wells Fargo Bank, National Association, on or before the occurrence of the Initial Funding, the Company shall (i) replace the Company with the Lender as the Fundraising Account administrator, (ii) cause the Lender to have sole control over the movement of funds out of the Fundraising Account and (iii) allow the Lender to have online access to all transactional history in the Operating Account. Such replacement, control and access shall continue until the Notes have been paid in full.

(nn) Default Prior to the Initial Funding Date . In the event that there is an existing or anticipated default by the Company under any of the Closing Documents on or prior to the Initial Funding Date, the Lender agrees that its sole remedy for such default shall be to withhold the Initial Funding until such time as the default has been cured (it being understood by the Company that the period of such withholding shall not extend the 90-day period specified in Section 1(b) above).

5. Transfer and Warrant-Related Matters .

(a) Transfer of the Securities . If the Lender (i) provides the Company with an opinion by counsel reasonably satisfactory to the Company, in form, scope and substance reasonably satisfactory to the Company, to the effect that the Securities to be transferred may be transferred pursuant to an exemption from registration under the 1933 Act, (ii) transfers (in accordance with the provisions of this Agreement) any of the Securities to an Affiliate which is

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an accredited investor or (iii) transfers any of the Securities in compliance with Rule 144, then, in each instance, the Company shall permit such transfer and, if applicable, promptly (and in all events within five business days) issue, or instruct any transfer agent to issue, one or more certificates in such name and in such denominations as specified by the Lender.

(b) Removal of Legend . The Legend shall be removed from any certificate for a Security, and a certificate for a Security shall be originally issued without the Legend, if, unless otherwise required by state securities laws, (i) the sale of such Security is registered under the 1933 Act, (ii) the holder of such Security provides the Company with an opinion by counsel reasonably satisfactory to the Company, in form, scope and substance reasonably satisfactory to the Company, to the effect that the Securities to be transferred may be transferred pursuant to an exemption from registration under the 1933 Act or (iii) such holder provides the Company with assurances reasonably satisfactory to the Company that such Security can be sold pursuant to Rule 144. The Lender agrees that its sale of the Securities, including those represented by a certificate from which the Legend has been removed, or which were originally issued without the Legend, shall be made only pursuant to an effective registration statement (with delivery of a prospectus in connection with such sale) or in compliance with an exemption from the registration requirements of the 1933 Act. In the event the Legend is removed from the certificate for a Security, or any certificate for a Security is issued without the Legend, and thereafter the effectiveness of a registration statement covering the sale of such Security is suspended or the Company determines that a supplement or amendment thereto is required by applicable securities laws, then upon reasonable advance notice to the holder of such Security, the Company shall be entitled to require that the Legend be placed upon such Security, which Legend shall be removed when such Security may again be sold pursuant to an effective registration statement or Rule 144 or such holder provides the opinion with respect thereto described in clause (ii) above.

(c) Exercise of the Warrant . Promptly after receiving notice of exercise of the Warrant pursuant to the terms thereof, and in any event no more than five business days after the Company’s receipt of such notice of exercise and payment of the full purchase price of the Warrant Shares (as set forth therein), the Company shall issue, or shall instruct its transfer agent to issue, certificates registered in the name of the Lender or its permitted nominee for the Warrant Shares in such amounts as are specified in such notice. All such certificates shall bear the Legend unless otherwise provided by this Agreement or any documents referenced herein. The Company represents and warrants that (i) no instructions will be given by it to its transfer agent other than (A) the instructions referred to in this Section 5 and (B) any stop transfer instructions required to give effect to Section 2(g) hereof in the case of the Warrant Shares prior to their registration under the 1933 Act and (ii) the Warrant and the Warrant Shares shall be freely transferable subject to transfer restrictions imposed under applicable law and by the terms of this Agreement, the Warrant and the Registration Rights Agreement. Nothing in this Section shall affect in any way the Lender’s obligations and agreement to comply with all applicable securities laws upon resale of the Warrant Shares. The Company will deliver the certificate(s) representing the Warrant Shares issuable upon exercise of the Warrant (along with a replacement Warrant representing the balance of the original Warrant not so exercised, if applicable) to the Lender or its designee via overnight courier within five business days after the applicable exercise date (with respect to each exercise, the “ Deadline ”). Time is of the essence with respect to the requirements of the immediately preceding sentence.

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(d) Injunctive Relief for Breach . The Company acknowledges that a breach of its obligations under Sections 5(a), 5(b) and/or 5(c) above will cause irreparable harm to the Lender by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company agrees that the remedy at law for a breach of its obligations under such Sections would be inadequate and agrees that, in the event of a breach or threatened breach by the Company, the Lender shall be entitled, in addition to all other remedies at law or in equity, to an injunction restraining any breach and/or requiring immediate appropriate action by the Company, without the necessity of showing economic loss and without any bond or other security being required.

(e) Liquidated Damages for Non-Delivery of Certificates . In addition to the provisions of Section 5(d) above, the Company understands and agrees that any delay in the delivery of a certificate beyond the Deadline will result in substantial economic loss and other damages to the Lender. As partial compensation for such loss, the Company agrees to pay liquidated damages (which the Company acknowledges are not a penalty) to the Lender for delivery of the certificate(s) after the Deadline, in accordance with the following schedule (where “ No. of Business Days Late ” is the number of business days beyond 15 business days from the date of delivery by the Lender to the Company of a facsimile notice of exercise or, if later, from the date on which all other necessary documentation duly executed and in proper form required for the exercise of the Warrant has been delivered to the Company, but only if such necessary documentation has not been delivered to the Company within the 15 business day period after the facsimile delivery to the Company of the notice of exercise):

Subject to the Lender’s right, in its sole discretion, to add accrued liquidated damages on to the principal amount of one of the Notes (as provided in the Notes), the Company shall pay the Lender any liquidated damages incurred under this Section 5(e) in immediately available funds upon the earlier of (i) the delivery to the Lender of the certificate(s) with respect to which the damages accrued or (ii) each monthly anniversary of the receipt by the Company of the Lender’s notice of exercise. Nothing herein shall limit the Lender’s right to pursue actual damages for the Company’s failure to deliver certificates to the Lender by the Deadline.

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(f) Restriction on Transfer . Notwithstanding anything to the contrary herein or in any Transaction Document, the Lender shall not transfer the Notes or the Warrant to any individual or entity that is not a “ U.S. Person ,” as such term is defined in Section 7701(a)(30) of the Code.

6. Conditions to the Company’s Obligation to Sell . The obligation of the Company to enter into this Agreement and sell the Warrant at the Effective Date and to sell a Note at a Funding is subject to the satisfaction, on or before the Effective Date and the date of each such Funding, of each of the following applicable conditions; provided, however, that these conditions are for the Company’s sole benefit and may be waived in writing by the Company at any time in its sole discretion:

(a) Execution and Delivery of Documents . The Lender shall have (i) executed each of the applicable Transaction Documents to the extent required thereby and (ii) delivered such documents or signature pages thereof (electronically or as otherwise provided herein or in the Escrow Agreement), together with such other items as may be required by this Agreement, to the Company or the Escrow Agent, as applicable.

(b) Delivery of the Purchase Price . For each sale of a Note, the Company shall have received the net Purchase Price pursuant to the Initial or Subsequent Disbursement Instructions (as applicable) by wire transfer of immediately available funds.

(c) Accuracy and Performance . The representations and warranties of the Lender herein shall be true and correct in all material respects on the Effective Date and on each Funding Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Lender shall have, in all material respects, performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Lender at or prior to the Effective Date and each Funding Date.

(d) No Restrictions or Prohibitions . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered or issued by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein.

7. Conditions to the Lender’s Obligation to Purchase . The obligation of the Lender to enter into this Agreement and purchase the Warrant at the Effective Date and to purchase a Note at a Funding is subject to the satisfaction, on or before the Effective Date and the date of each such Funding, of each of the following applicable conditions; provided, however, that these conditions are for the sole benefit of the Lender and may be waived by the Lender at any time in its sole discretion:

(a) No Material Adverse Effect; Payments . There shall have been no Material Adverse Effect since the Effective Date or the date of the most recent Funding, as applicable, and the Company shall have paid or caused the payment of all fees and expenses due to the Lender and counsel for the Lender as required by this Agreement.

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(b) Execution and Delivery of Documents . The Company and each other individual or entity (other than the Lender) who is required to execute the applicable Transaction Documents shall have (i) executed each of the applicable Transaction Documents to the extent required thereby and (ii) delivered such documents or signature pages thereof (electronically or as otherwise provided herein or in the Escrow Agreement), together with such other items as may be required by this Agreement, to the Lender or the Escrow Agent, as applicable.

(c) Issuance of Applicable Securities . The Company shall have issued the applicable Securities duly executed by the authorized officers of the Company and delivered them to the Escrow Agent via overnight delivery or as otherwise provided by the Escrow Agreement.

(d) Accuracy and Performance; Certificate . The representations and warranties of the Company herein shall be true and correct in all material respects on the Effective Date and on each Funding Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Company shall have, in all material respects, performed, satisfied and complied with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Effective Date and each Funding Date, including obtaining all consents and approvals required for it to enter into and consummate the applicable Transaction Documents. The Lender may require a certificate, executed by the Chief Executive Officer of the Company and dated as of a Funding Date, to the foregoing effect.

(e) No Restrictions or Prohibitions . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, or issued by any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated herein.

(f) Completion of Due Diligence . Prior to the Effective Date, the Lender’s due diligence investigation of the Company shall have been completed to the Lender’s satisfaction.

(g) Evidence of Insurance . Prior to the Effective Date, the Company shall have delivered to the Lender evidence (in a form reasonably acceptable to the Lender) that the insurance required by this Agreement and the other applicable Transaction Documents is in effect.

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(h) Documentation Regarding the Purchased Residuals . Prior to the Effective Date, the Company shall have delivered to the Lender such documentation as the Lender may reasonably request in order to perfect, protect and/or enforce the Lender’s first-priority security interest in the Purchased Residuals, including, but not limited to, the following (collectively, the “Existing Residuals Security Documents ”):

(i) Documentation reasonably acceptable to the Lender by which each processor for the Purchased Residuals under the ISO Agreements (the “ Existing Processors ”) irrevocably (A) agrees that it will send its payments only to the Fundraising Account unless otherwise directed in writing by the Lender, (B) consents to the Collateral Assignment to the extent that it relates to the Company’s rights under the ISO Agreements and (C) consents to the Lender’s ability to elect to cure (in its sole discretion) any defaults that may arise under the ISO Agreements.

(ii) Documentation reasonably acceptable to the Lender by which each Seller irrevocably agrees that (A) it consents to the Collateral Assignment to the extent that it relates to the Purchased Residuals that it sold to the Company and (B) it shall promptly provide notice to the Company and the Lender of any actual or reasonably anticipated breach of the ISO Agreement or any other agreement affecting the Purchased Residuals that it sold to the Company of which it has actual knowledge.

(iii) Copies of the filed UCC-1 financing statements evidencing the security interests in each Seller’s assets that were granted to the Company pursuant to the Existing Residual Contracts (including a UCC-1 financing statement for First Alliance Payment Processing, Inc. that has been filed in Delaware (its state of formation)).

(i) Legal Opinion . Prior to the Effective Date, the Company shall have delivered to the Lender an opinion of counsel reasonably satisfactory to the Lender with respect to such matters as the Lender has reasonably designated.

(j) Agreements as to Additional Debt . If, on the Effective Date, there is any Debt in addition to the Subordinated Debt, the Company shall have delivered to the Lender subordination or other agreements with respect to such additional Debt on terms acceptable to the Lender.

(k) Revenue and EBITDA . The Company shall have met the minimum thresholds for monthly revenue and EBITDA set forth on Schedule 4(i) for the prior calendar month.

8. Governing Law; Miscellaneous .

(a) Governing Law . This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof. Service of process in any civil action relating to or arising out of this Agreement (including all Exhibits and Schedules and any amendments hereto or thereto) or the transactions contemplated herein may be accomplished in any manner provided by law. The parties hereto agree that a final, non-appealable judgment in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on such judgment or in any other lawful manner.

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(b) Counterparts . This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and signature pages from such counterparts have been delivered to the other party or the Escrow Agent.

(c) Headings; Interpretation . The headings of this Agreement are for convenience of reference and shall not form a part of, or affect the interpretation of this Agreement. As used herein, unless the context clearly requires otherwise, the words “herein,” “hereunder” and “hereby” shall refer to the entire Agreement and not only to the Section or paragraph in which such word appears. If any date specified herein falls upon a Saturday, Sunday or legal holiday, the date shall be construed to mean the next business day following such Saturday, Sunday or legal holiday. For purposes of this Agreement, a “business day” is any day other than a Saturday, Sunday or legal holiday. Each party intends that this Agreement be deemed and construed to have been jointly prepared by the parties. As a result, the parties agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them.

(d) Severability . If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(e) Entire Agreement; Amendments . This Agreement and the documents referenced herein (which are incorporated herein by reference) contain the entire understanding of the parties with respect to the matters covered herein and supersede all prior agreements, negotiations and understandings, written or oral, with respect to such subject matter. Except as specifically set forth herein, neither the Company nor the Lender makes any representation, warranty, covenant or undertaking with respect to such subject matter. No provision of this Agreement shall be waived or amended other than by an instrument in writing signed by the Company and the Lender. No delay or omission of a party hereto in exercising any right or remedy hereunder shall constitute a waiver of such right or remedy, and no waiver as to any obligation shall operate as a continuing waiver or as a waiver of any subsequent breach.

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(f) Notices . Any notices required or permitted to be given under the terms of this Agreement shall be in writing and sent by U. S. Mail or delivered personally or by overnight courier or via facsimile (if via facsimile, to be followed within one business day by an original of the notice document via overnight courier) and shall be effective (i) five days after being placed in the mail, if sent by registered mail, return receipt requested, (ii) upon receipt, if delivered personally, or (iii) one day after facsimile transmission or delivery to a courier service for overnight delivery, in each case properly addressed to the party to receive the same. The addresses for such communications shall be as follows:

Each party shall provide written notice to the other of any change in address.

(g) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided, however, that (i) the Company shall not assign this Agreement or any of its rights or obligations hereunder and (ii) the Lender may assign any or all of its rights and obligations under this Agreement to any individual or entity to whom the Lender assigns or transfers a Note in accordance with the provisions hereof; provided, however, that such transferee agrees in writing to be bound, with respect to that Note, by the provisions hereof that apply to the “Lender.” Notwithstanding anything herein to the contrary, the Lender may pledge all or any part of any Note or the Warrant as collateral for a bona fide loan pursuant to a security agreement with a third party lender which is an accredited investor, and such pledge shall not be considered a transfer in violation of this Agreement so long as it is made in compliance with all applicable laws, it being acknowledged that such third party lender shall be entitled to assume the rights and shall agree in writing to be bound by the obligations of the Lender provided in the Transaction Documents.

(h) No Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other individual or entity.

(i) Survival . Unless this Agreement is terminated under Section 8(l) below, the representations, warranties and agreements of the Company and the Lender contained herein shall survive the Effective Date and each Funding.

(j) Publicity . The Company and the Lender shall have the right to review (but not the right to approve), before issuance by the other, any press releases or other public statements with respect to the transactions contemplated hereby, including a “tombstone” describing the financing provided pursuant to this Agreement.

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(k) Further Assurance . Each party shall do and perform, or cause to be done and performed, at its expense (subject to Section 4(d) above), all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(l) Termination . In the event that the Initial Funding has not occurred on or before 90 days after the Effective Date, this Agreement may be terminated at any time thereafter by written notice from one party to the other. Such termination shall not be the sole remedy for a breach of this Agreement, and each party shall retain all of its rights and remedies at law or in equity with respect to such breach. Notwithstanding anything herein to the contrary, a party whose breach of a covenant or representation and warranty or intentional failure to satisfy a condition prevented the Initial Funding shall not be entitled to terminate this Agreement. In the event of a termination pursuant to this Section, the Lender shall not be required to repay any portion of the Origination Fee.

(m) Remedies . No provision of this Agreement providing for any specific remedy to a party shall be construed to limit such party to that specific remedy, and any other remedy that would otherwise be available to such party at law or in equity shall also be available. The parties intend that the rights and remedies hereunder be cumulative, so that exercise of any one or more of such rights or remedies shall not preclude the later or concurrent exercise of any other rights or remedies.

(n) Attorney’s Fees . If a party to this Agreement shall bring any action for relief against the other arising out of or in connection with this Agreement, in addition to all other remedies to which the prevailing party may be entitled, the losing party shall be required to pay to the prevailing party a reasonable sum for attorney’s fees and costs incurred in bringing or defending such action and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney’s fees and costs incurred in enforcing such judgment. For the purposes of this Section, attorney’s fees shall include, without limitation, fees incurred with respect to the following: (i) post-judgment motions, (ii) contempt proceedings, (iii) garnishment, levy and debtor and third party examinations, (iv) discovery and (v) bankruptcy litigation.

IN WITNESS WHEREOF, the Lender and the Company have caused this Agreement to be duly executed by their respective authorized persons on the Effective Date.

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LIST OF EXHIBITS AND SCHEDULES

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Schedule 4(i)

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Exhibit 10.2

THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE “LAWS”). THIS SECURITY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS SECURITY UNDER THE APPLICABLE LAWS OR (II) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE APPLICABLE LAWS.

DATE OF ISSUANCE: [                      ], 2011

$ [                      ]

CALPIAN, INC.

16% SENIOR SECURED TERM NOTE

This 16% Senior Secured Term Note (the “ Note ”) is issued by Calpian, Inc., a Texas corporation (the “ Company ”), pursuant to that certain Note Purchase Agreement (the “ Agreement ”) entered into concurrently herewith by and between the Company and HD Special-Situations II, LP. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

1. Payment Obligation .

(a) For value received, the Company promises to pay to HD Special-Situations II, LP or its permitted successors and assigns (collectively, the “ Holder ”), (i) the principal amount of [            ] Dollars ($ [              ]) (to which may be added any liquidated damages that accrue pursuant to the terms of the Agreement) and (ii) interest on the outstanding principal amount at the rate of sixteen percent (16%) per annum (the “ Rate ”), payable as described below. The principal amount of this Note, together with all accrued and unpaid interest, shall be due and payable on [    ], 2013 (the “ Maturity Date ”); provided, however, that:

(i) Upon the Company’s written request, the Maturity Date shall be extended one time by twelve months with no additional commitment or origination fees, but only if no Event of Default (as defined below) has occurred and is continuing at the original Maturity Date.

(ii) In the event of the occurrence of an Event of Default, including any Event of Default based on a failure of the Company at any time to meet the Collateral Coverage Ratio required by the Agreement, seventy-five percent (75%) of the Company’s and any subsidiaries’ monthly Free Cash Flow (as defined below) shall be used to repay the outstanding principal amount of this Note and any other Notes issued pursuant to the Agreement until (A) the

Company has cured the Event of Default or it has been waived or (B) all amounts owed with respect to this Note and any other Notes issued pursuant to the Agreement have been paid in full. Such payment shall be made on a monthly basis and allocated among multiple Notes prorata according to the principal amount of each Note. For purposes of the foregoing, “ Free Cash Flow ” shall mean the Company’s and any subsidiaries’ EBITDA (in accordance with GAAP) during the applicable (i.e. preceding) month, minus interest, capital expenditures not to exceed $25,000 per year and cash taxes paid for that month. During such time as payments are owed by the Company under this clause, the Company shall calculate such Free Cash Flow on a monthly basis and shall pay the amounts owed under this clause within 20 days after the end of the month for which the calculation is made. Such remedy shall be in addition to all other rights and remedies available to the Holder under the Transaction Documents, as well as any other rights or remedies afforded by law or equity.

(b) Interest on this Note in the amount of [                      ] Dollars ($ [            ]), representing pro-rated interest for the period from the Date of Issuance indicated above through [                      ], shall be pre-paid by the Company upon execution hereof (which pre-payment shall be non-refundable). Thereafter, monthly interest on the outstanding principal amount of this Note in the amount of [                      ] Dollars ($ [                      ]) shall be paid in arrears on the first day of each month during the period that this Note remains outstanding after [                      ], 2011. Accrual of interest on the outstanding principal amount of this Note shall commence on the Date of Issuance and shall continue until full payment of the outstanding principal amount has been made or duly provided for, with the monthly interest payment specified above to be pro-rated for any partial period and any reductions in principal amount.

(c) The Company may prepay all or any portion of the outstanding principal amount of this Note at any time upon 30 days prior written notice to the Holder. If any prepayment is made within one year of the Effective Date, such prepayment shall be accompanied by a payment equal to Eighty Thousand Dollars ($80,000) for each month remaining from the date of prepayment to the one year anniversary of the Effective Date, with a prorated payment to be made for any partial month during such period; provided, however, that the maximum payment hereunder shall not exceed Three Hundred Twenty Thousand Dollars ($320,000), and provided further, however, that no payments to cure an Event of Default and no payments made upon acceleration of this Note upon an Event of Default shall trigger any prepayment penalty as provided in this Note. In the event that there is more than one Note outstanding at the time of any prepayment, the amount payable pursuant to the preceding sentence shall be allocated among all of the Notes prorata according to the principal amount of each Note. Notwithstanding the foregoing, in the event that (i) the aggregate principal amount of all Notes issued by the Company under the Agreement equals $8.0 million any time during the first seven months after the Effective Date, (ii) during such seven month period the Company requests in writing that HD Special-Situations II, LP increase the amount to be loaned under the Agreement and HD Special-Situations II, LP does not provide such an increase (either by itself or in combination with other lenders) within 45 days after its receipt of such written request and (iii) during such seven month period the Company prepays the entire amount owed on this Note and all other outstanding Notes, then, in such case, the prepayment shall be accompanied by a payment equal to the interest that would have been payable on all outstanding Notes if they had an original aggregate

principal amount of Eight Million Dollars ($8,000,000) during the period from the date of prepayment to the seven month anniversary of the Effective Date. For avoidance of doubt, there shall be no prepayment penalties due or owing by the Company hereunder with respect to any prepayments made one year after the Effective Date.

2. Provisions as to Payment .

(a) Payments on this Note are payable to the Holder in whose name this Note (or one or more successor Notes) is registered on the records of the Company regarding registration and transfer of this Note (the “ Note Register ”); provided, however, that the Company’s obligation to a transferee of this Note arises only if such transfer, sale or other disposition is made in accordance with the terms and conditions of the Agreement.

(b) Payments on this Note are payable in immediately available funds in currency of the United States of America at the address last appearing on the Note Register of the Company as designated in writing by the Holder hereof from time-to-time. The Company shall pay the outstanding principal amount and all accrued and unpaid interest due upon this Note on the Maturity Date (subject to any permitted extension), less any amounts required by law to be deducted or withheld, to the Holder of this Note appearing of record as of the fifth business day (as defined in the Agreement) prior to the Maturity Date (subject to any permitted extension) and addressed to such Holder at the last address appearing on the Note Register. The forwarding of such funds shall constitute full payment of all outstanding principal and accrued interest hereunder and shall satisfy and discharge the liability for principal and interest on this Note to the extent of the sum represented by such payment plus any amounts so deducted or withheld. Unless otherwise expressly provided herein, all payments on this Note shall be credited first to reimburse the Holder for any cost or expense reimbursable hereunder, then to the payment of accrued interest, and third to the payment of principal. If any payment on this Note is due on a day that is not a “business day” (as defined in the Agreement), the payment shall instead be due on the next day that is a business day.

3. Transfer of Note; Opinion of Counsel; Legend .

(a) This Note has been issued subject to investment representations of HD Special- Situations II, LP and may be transferred or exchanged only in compliance with the 1933 Act and applicable state securities laws. Prior to presentment of this Note for transfer, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the Holder hereof for the purpose of receiving payments as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Notwithstanding anything to the contrary herein or in any Transaction Document, no Holder shall transfer this Note to any person or entity that is not a “U.S. Person” (as such term is defined in Section 7701(a)(30) of the Code).

(b) The Holder understands and acknowledges by its acceptance hereof that (i) this Note has not been, and is not being, registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred except as provided in the

Agreement and (ii) neither the Company nor any other person is under any obligation to register this Note under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. By acceptance of this Note, the Holder agrees to be subject to and bound by all of the agreements between the Company and HD Special-Situations II, LP set forth in the Agreement.

4. Obligations of the Company Herein Are Unconditional . The Company’s obligations to repay this Note at the time, place, interest rate and in the currency hereinabove stated are absolute and unconditional. This Note and all other Notes now or hereafter issued in replacement of this Note on the same or similar terms are direct obligations of the Company.

5. Waiver of Demand, Presentment, etc. The Company hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for herein. No delay or omission of the Holder hereof in exercising any right or remedy hereunder shall constitute a waiver of any such right or remedy. A waiver on one occasion shall not operate as a bar to, or waiver of, any such right or remedy on any future occasions.

6. Attorney’s Fees; Reimbursable Expenses . In the event it should become necessary to employ counsel to enforce this Note or any other document entered into by the Company in connection herewith, the Company agrees to pay the reasonable attorneys’ fees and costs of the Holder, irrespective of whether suit is brought, including, without limitation, any and all pre-judgment and post-judgment attorneys’ fees and costs incurred (including, without limitation, fees and costs incurred in connection with any matter arising under Title 11 of the United States Code). In addition, the Company agrees to pay for all of the Holder’s other out-of-pocket costs incurred in connection with the enforcement of this Note or any other document entered into by the Company in connection herewith, including, without limitation, all of the Holder’s consultants’ fees, appraisers’ fees, accountants’ fees, and trustee’s fees.

7. Default . If one or more of the following described “Events of Default” shall occur:

(a) the Company shall fail to make timely payment of any amount then due and owing under this Note or any of the other Transaction Documents and such failure has not been cured prior to the Company’s receipt of written notice from the Lender declaring an Event of Default;

(b) any of the representations or warranties made by the Company in any of the Transaction Documents, or in any certificate or other written statement heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of any of the Transaction Documents shall be false or misleading in any material respect at the time made and the Holder shall have provided written notice to the Company of the alleged misrepresentation or breach of warranty and the same shall continue uncured for a period of 14 days after such written notice from the Holder;

(c) if the Company shall fail to perform or observe, in any material respect, any covenant, term, provision, condition, agreement or obligation of the Company under any of the Transaction Documents not covered by clause (a) or (b) above and such failure shall continue uncured for a period of 30 days after written notice from the Holder;

(d) the Company shall either: (i) become insolvent, (ii) admit in writing its inability to pay its debts generally or as they become due, (iii) make an assignment for the benefit of creditors or commence proceedings for its dissolution or (iv) apply for, or consent to the appointment of, a trustee, liquidator, or receiver for all or a substantial part of its property or business;

(e) a trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and such appointment is not discharged within 60 days after such appointment;

(f) any governmental agency, or any court of competent jurisdiction at the instance of any governmental agency, shall assume custody or control of the whole or any substantial portion of the assets of the Company and such custody or control shall not be released within 45 days thereafter;

(g) any money judgment, writ or note of attachment, or similar process in excess of $50,000 in the aggregate (and not covered by insurance) shall be entered or filed against the Company or any of its assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of 15 days, or in any event later than five days prior to the date of any proposed sale of assets pursuant thereto;

(h) bankruptcy, reorganization, insolvency or liquidation proceedings or other proceedings under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company and, if instituted against the Company, shall not be dismissed within 60 days after such institution, or the Company shall by any action or answer approve of, consent to, or acquiesce in any such proceedings or admit the material allegations of, or default in answering a petition filed in, any such proceeding;

(i) the occurrence of any event of default or other event triggering acceleration of, or a right to accelerate, any indebtedness by the Company or any of the Company’s subsidiaries under any note, agreement or other instrument, whether such indebtedness now exists or is hereafter created, if the principal amount of such indebtedness equals or exceeds, individually or in the aggregate, $50,000;

(j) the Holder shall reasonably believe that there has been a material adverse change in the operations, properties, management or condition (financial or otherwise) of the Company or any of its subsidiaries, or that any litigation, governmental proceeding or investigation has been commenced against the Company, any of its subsidiaries, or any officer, director or key employee of the Company or any of its subsidiaries, which has a reasonable probability of materially adversely affecting the Company’s business, operations, assets, liabilities, results of operations or ability to repay this Note;

(k) Either Harold Montgomery or Craig Jessen shall voluntarily cease to provide full-time executive services to the Company, and the Lender, in its sole discretion, declares an Event of Default as a result thereof;

(l) an Event of Default shall have occurred under any other Note; or

(m) the occurrence of an event of default under any Existing Residual Contract, ISO Agreement, Existing Residuals Security Document, Future Residual Contract or Future Residuals Security Document that would have a Material Adverse Effect and the same shall remain uncured after the expiration of any cure period applicable thereto;

then, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver in one instance shall not be deemed to be a waiver in another instance or for any other prior or subsequent Event of Default), at the option of the Holder and in the Holder’s sole discretion, the Holder may immediately accelerate the maturity hereof, whereupon all principal and accrued interest hereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Company (anything herein or in any other instrument to the contrary notwithstanding), and the Holder may immediately enforce any and all of the Holder’s rights and remedies provided herein or any other rights or remedies afforded by law or equity. Upon the occurrence and during the continuance of an Event of Default, the Rate shall automatically increase to twenty percent (20%).

8. Security . Pursuant to the Company’s Security Agreement, repayment of this Note and all other Notes issued pursuant to the Agreement are secured by a security interest in the Company’s assets as specified in that Security Agreement. An Event of Default under the terms of this Note shall also constitute an event of default under that Security Agreement and any other agreements now or hereafter entered into by the Company to secure its payment of this Note.

9. Enforceability; Maximum Interest Rate .

(a) In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note shall not in any way be affected or impaired thereby.

(b) Notwithstanding anything to the contrary contained in this Note, the Company shall not be obligated to pay, and the Holder shall not be entitled to charge, collect, receive, reserve or take interest (“interest” being defined, for purposes of this paragraph, as the aggregate of all charges which constitute interest under applicable law that are contracted for, charged, reserved, received or paid under this Note) in excess of the maximum rate allowed by applicable law (the “Maximum Lawful Rate ”). During any period of time in which the Rate exceeds such Maximum Lawful Rate, interest shall accrue and be payable only at such Maximum Lawful Rate; provided, however, that if at any time thereafter the Rate is less than the Maximum Lawful Rate, the Company shall, to the extent permitted by law, continue to pay interest to the account of the Holder at the Maximum Lawful Rate until such time as the total interest received by the Holder is equal to the total interest which the Holder would have received had the Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable for the account of

the Holder shall be the Rate unless and until the Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by the Holder exceed the amount which the Holder could lawfully have received had the interest been calculated for the term during which the Holder actually received interest from the Company at the Maximum Lawful Rate. If the Holder has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance hereof or to other amounts (other than interest) payable hereunder to the Holder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be repaid by the Holder to the Company. For purposes of this Note, the term “applicable law” shall mean that law in effect from time-to-time and applicable to the transaction between the Company and the Holder which lawfully permits the charging and collection of the highest permissible rate of interest on such transaction and this Note, including the laws of the State of California and, to the extent controlling, laws of the United States of America.

10. Entire Agreement . This Note, together with the Agreement and the other existing Transaction Documents and any exhibits or schedules attached thereto, and any addenda to any of the foregoing, constitute the full and entire understanding between the Company and the Holder with respect to the subject matter hereof and thereof and supersede all prior negotiations, agreements and understandings, written or oral, with respect to such subject matter. No provision of this Note shall be amended, waived, discharged or terminated other than by a written instrument signed by the Company and the Holder.

11. Governing Law . This Note shall be governed by and construed in accordance with the laws of the State of California without giving effect to applicable principles of conflict of law.

12. Headings . The headings in this Note are for convenience only, and shall not be used in the construction of this Note.

13. Successors . Subject to the transfer restrictions contained in the Agreement, a Holder may assign and/or participate any of its interest in this Note to any individual or entity. Each reference herein to powers or rights of a Holder shall also be deemed a reference to the same power or right of such assignees, to the extent of the interest assigned to them. All the covenants, agreements, representations and warranties contained in this Note shall bind the Company and the Holder and their respective administrators, distributees, successors and assigns, including any individual or entity to whom a Holder has granted a participation interest in this Note.

14. No Strict Construction . The Company and HD Special-Situations II, LP intend that this Note be deemed and construed to have been jointly prepared by them. As a result, any uncertainty or ambiguity existing herein shall not be interpreted against either of them.

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by its authorized persons on the Date of Issuance.

Exhibit 10.3

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE “LAWS”). THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE APPLICABLE LAWS OR (II) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER IN FORM, SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED DUE TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE APPLICABLE LAWS.

CALPIAN, INC.

WARRANT TO PURCHASE COMMON STOCK

Date of Issuance: April 28, 2011

Calpian, Inc., a Texas corporation (the “ Company ”), hereby certifies that, for value received, HD Special-Situations II, LP and permitted assigns, as the registered holder hereof (the “ Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company upon surrender of this Warrant to Purchase Common Stock (the “ Warrant ”), at any time after the date of issuance shown above (the “ Date of Issuance ”), but not after 5:00 P.M. California time on the Expiration Date (as defined herein), Eight Hundred Four Thousand Four Hundred Sixty-seven (804,467) fully paid and nonassessable shares of Common Stock (as defined herein) of the Company (each a “ Warrant Share ” and collectively the “ Warrant Shares ”) at a purchase price (the “ Warrant Exercise Price ”) equal to $1.00 per share. The Warrant Exercise Price shall be paid in lawful money of the United States. Both the number of Warrant Shares purchasable hereunder and the Warrant Exercise Price are subject to adjustment as provided in Section 10 below.

Section 1. Definitions .

(a) The following terms used in this Warrant shall have the following meanings:

“ Common Stock ” means (i) the Company’s $0.001 par value common stock and (ii) any capital stock into which such common stock shall have been changed or any capital stock resulting from a reclassification of such common stock.

“ Expiration Date ” means the date which is five years from the Date of Issuance or, if such date falls on a Saturday, Sunday or other day on which banks are required or authorized to be closed in the State of California (a “ Holiday ”), the next preceding date that is not a Holiday.

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“ Market Price ” means the average of the closing stock prices for the Common Stock for the ten trading days immediately prior to the date on which a Notice of Exercise is delivered to the Company, as reported on the trading market on which the Common Stock may then be quoted, if any such trading market may exist.

“ Note Purchase Agreement ” shall mean the Note Purchase Agreement dated as of the Date of Issuance, by and between the Company and HD Special-Situations II, LP.

“ Securities Act ” means the Securities Act of 1933, as amended.

(b) Other definitional provisions:

(i) Except as otherwise specified herein, all references herein (A) to the Company shall be deemed to include the Company’s successors and (B) to any applicable law shall be deemed references to such applicable law as the same may be amended or supplemented from time to time.

(ii) When used in this Warrant, unless otherwise specified in a particular instance, the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall refer to this Warrant as a whole and not to any specific provision of this Warrant, and the word “Section” shall refer to Sections of this Warrant unless otherwise specified.

(iii) Whenever the context so requires, the neuter gender includes the masculine or feminine, and the singular number includes the plural, and vice versa.

(iv) When used in this Warrant, “transfer” shall include any disposition of this Warrant or any Warrant Shares, or of any interest in either thereof, which would constitute a sale thereof within the meaning of the Securities Act or applicable state securities laws.

Section 2. Exercise of Warrant.

(a) Subject to the terms and conditions hereof, this Warrant may be exercised by Holder, as a whole or in part (except that this Warrant shall not be exercisable as to a fractional share), at any time prior to 5:00 p.m. California time on the Expiration Date. The rights represented by this Warrant shall be exercised by Holder by (i) delivery of a written notice in the form attached hereto (a “ Notice of Exercise ”) of Holder’s election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) payment to the Company of an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares as to which the Warrant is being exercised, plus any applicable issuance or transfer taxes, in immediately available funds (either by wire transfer or a certified or cashier’s check drawn on a United States bank) and (iii) the surrender of this Warrant, properly endorsed, at the principal office of the Company (or at such other agency or office of the Company as the Company may designate by notice to Holder).

(b) In addition, at any time prior to 5:00 p.m. on the Expiration Date, and notwithstanding anything to the contrary contained in this Warrant, at such time as the Market Price per share of the Common Stock exceeds the Warrant Exercise Price, this Warrant may be exercised by presentation and surrender of this Warrant to the Company in a cashless exercise,

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including a written calculation of the number of Warrant Shares to be issued upon such exercise in accordance with the terms hereof (a “ Cashless Exercise ”). In the event of a Cashless Exercise, in lieu of paying the Warrant Exercise Price, Holder shall surrender this Warrant for, and the Company shall issue in respect thereof, the number of Warrant Shares determined by multiplying the number of Warrant Shares to which Holder would otherwise be entitled by a fraction, the numerator of which shall be determined by subtracting the Warrant Exercise Price from the then current Market Price per share of Common Stock, and the denominator of which shall be the then current Market Price per share of Common Stock.

(c) Any Warrant Shares shall be deemed to be issued to Holder, as the record owner of such Warrant Shares, as of the date on which this Warrant shall have been surrendered, the completed Notice of Exercise shall have been delivered, and payment (or notice of an election to effect a Cashless Exercise) shall have been made for such Warrant Shares as set forth above, irrespective of the date of delivery of such share certificate, except that, if the date of such surrender and payment is a date when the stock transfer books of the Company are properly closed, such person shall be deemed to have become the holder of such Warrant Shares at the opening of business on the next succeeding date on which the stock transfer books are open. For each exercise of the rights represented by this Warrant in compliance with this Section 2, a certificate or certificates for the Warrant Shares so purchased, registered in the name of, or as directed by, Holder, shall be delivered to, or as directed by, Holder within five business days after such rights shall have been so exercised.

(d) Unless this Warrant shall have expired or shall have been fully exercised, upon an exercise of this Warrant the Company shall issue a new Warrant identical in all respects to this Warrant except that it shall represent rights to purchase the number of Warrant Shares purchasable immediately prior to such exercise, less the number of Warrant Shares with respect to which this Warrant is exercised (or, in the case of a Cashless Exercise, the number of shares to which Holder would otherwise have been entitled).

(e) In the case of any dispute with respect to an exercise, the Company shall promptly issue such number of Warrant Shares as are not disputed in accordance with this Section. If such dispute only involves the number of Warrant Shares receivable by Holder under a Cashless Exercise, the Company shall submit the disputed calculations to an independent accounting firm reasonably acceptable to Holder within 15 business days of receipt of the Notice of Exercise. The accountant shall review the calculations and notify the Company and Holder of the results no later than 15 business days from the date it receives the disputed calculations (or such longer period as such accountant may reasonably require). The accountant’s calculation shall be deemed conclusive absent manifest error. The Company shall then issue the appropriate number of shares of Common Stock in accordance with this Section.

Section 3. Covenants as to Common Stock . The Company covenants and agrees that all Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be validly issued, fully paid and nonassessable. The Company further covenants and agrees that during the period within which the rights represented by this Warrant

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may be exercised, the Company shall at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of the rights then represented by this Warrant and that the par value of said shares will at all times be less than or equal to the applicable Warrant Exercise Price.

Section 4. Taxes . The Company shall not be required to pay any tax or taxes attributable to the initial issuance of the Warrant Shares or any transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of Holder or any permitted transferee of this Warrant.

Section 5. Warrant Holder Not Deemed a Stockholder . No Holder of this Warrant, as such, shall be entitled to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon Holder, as such, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issuance of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to Holder of the Warrant Shares which Holder is then entitled to receive upon the due exercise of this Warrant. Notwithstanding the foregoing, the Company shall provide Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the delivery thereof to the stockholders.

Section 6. No Limitation on Corporate Action . No provisions of this Warrant and no right or option granted or conferred hereunder shall in any way limit, affect or abridge the exercise by the Company of any of its corporate rights or powers to recapitalize, amend its Certificate of Formation, reorganize, consolidate or merge with or into another corporation, transfer all or any part of its property or assets, or exercise any other of its corporate rights and powers.

Section 7. Representations of Holder . By the acceptance of this Warrant, Holder represents that (i) it is acquiring this Warrant and the Warrant Shares for Holder’s own account for investment and not with a view to, or for sale in connection with, any distribution thereof and (ii) it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act. Upon exercise of this Warrant, Holder shall, if requested by the Company, confirm the foregoing representations in writing, in a form satisfactory to the Company. If Holder cannot make such representations because they would be factually incorrect, it shall be a condition to Holder’s exercise of this Warrant that the Company receive such other representations as the Company considers reasonably necessary to assure it that the issuance of the Warrant Shares shall not violate any federal or state securities laws.

Section 8. Representations of the Company . The Company represents that it has the requisite power and authority to issue and sell this Warrant and perform it obligations under this Warrant in accordance with its terms. The Company’s execution, delivery and performance of this Warrant have been duly authorized by the Company’s Board of Directors and no further

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consent or authorization of the Company, its stockholders, or any other individual or entity, is required. This Warrant (i) has been duly and validly authorized, executed and delivered by the Company and (ii) constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium and other similar laws affecting the enforcement of creditors’ rights generally.

Section 9. Restrictions on Transfer . Holder understands that (i) this Warrant and the Warrant Shares have not been and are not being registered under the Securities Act or any state securities laws (other than as described in the Registration Rights Agreement entered into concurrently herewith (the “ Registration Rights Agreement ”)), and may not be offered for sale, sold, assigned or transferred except as provided in the Note Purchase Agreement and the Registration Rights Agreement, and (ii) neither the Company nor any other person is under any obligation to register such securities (other than as described in the Registration Rights Agreement) under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

Section 10. Adjustments .

(a) Reclassification, Reorganization and Certain Other Transactions . In case of any reclassification, capital reorganization or other change of outstanding shares of the Common Stock, or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock), the Company shall cause effective provision to be made so that Holder shall have the right thereafter, by exercising this Warrant, to purchase the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of this Warrant immediately prior to such reclassification, capital reorganization or other change, consolidation or merger. The foregoing provisions shall similarly apply to successive reclassifications, capital reorganizations and other changes of outstanding shares of Common Stock and to successive consolidations or mergers. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Company’s Board of Directors acting in good faith.

(b) Dividends and Stock Splits . If and whenever the Company shall effect a stock dividend, a stock split, a stock combination, or a reverse stock split of the Common Stock, the number of Warrant Shares purchasable hereunder and the Warrant Exercise Price shall be proportionately adjusted in the manner determined by the Company’s Board of Directors acting in good faith. The number of shares, as so adjusted, shall be rounded to the nearest whole number and the Warrant Exercise Price shall be rounded to the nearest cent.

Section 11. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen or destroyed, the Company shall, on receipt of an indemnification undertaking reasonably satisfactory to the Company, issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen or destroyed. In the event Holder asserts such loss, theft or destruction of this Warrant, the Company may require Holder to post a bond issued by a surety reasonably satisfactory to the Company with respect to the issuance of such new Warrant.

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Section 12. Notices. Any and all communications required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective as provided in the Note Purchase Agreement. The addresses for such communications shall be as provided in the Note Purchase Agreement or such other addresses as may most recently have been designated in writing.

Section 13. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged, or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be governed by and interpreted under the laws of the State of California, without regard to the principles of conflict of laws. Headings are for convenience only and shall not affect the meaning or construction of any of the provisions hereof. This Warrant shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Holder and its permitted successors and assigns.

Section 14. Attorney’s Fees. If Holder or the Company shall bring any action for relief against the other arising out of or in connection with this Warrant, in addition to all other remedies to which the prevailing party may be entitled, the losing party shall be required to pay to the prevailing party a reasonable sum for attorney’s fees and costs incurred in bringing or defending such action and/or enforcing any judgment granted therein, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorney’s fees and costs incurred in enforcing such judgment. For the purposes of this Section, attorney’s fees shall include, without limitation, fees incurred with respect to the following: (i) post-judgment motions, (ii) contempt proceedings, (iii) garnishment, levy and debtor and third party debtor and third party examinations, (iv) discovery and (v) bankruptcy litigation.

Section 15. Effect of Expiration Date . This Warrant, in all events, shall be wholly void and of no effect after 5:00 p.m. California time on the Expiration Date, except that notwithstanding any other provisions hereof, the provisions of Sections 9 and 14 shall continue in full force and effect after such date as to any Warrant Shares or other securities issued upon the exercise of this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its duly authorized officers as of the Date of Issuance.

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NOTICE OF EXERCISE FORM

CALPIAN, INC.

The undersigned hereby exercises the right to purchase the number of Warrant Shares covered by the Warrant attached hereto as specified below according to the conditions thereof and herewith makes payment of $              (unless effected by a Cashless Exercise in accordance with the terms of the Warrant), which constitutes the aggregate Warrant Exercise Price of such Warrant Shares pursuant to the terms and conditions of the Warrant.

(i) The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained upon exercise of the Warrant except under circumstances that will not result in a violation of the 1933 Act or applicable state securities laws.

(ii) The undersigned requests that the stock certificates for the Warrant Shares be issued, and a Warrant representing any unexercised portion hereof be issued, pursuant to the terms of the Warrant in the name of Holder and delivered to the undersigned at the address set forth below.

Dated:                      ,          .

Number of Warrant Shares being purchased:                     

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SECURITY AGREEMENT

This Security Agreement (the “ Agreement ”) is made and entered into on April 28, 2011, by and between Calpian, Inc., a Texas corporation (the “ Debtor ”), and HD Special- Situations II, LP and its permitted endorsees, transferees and assigns (collectively, the “ Secured Party ”).

A. Concurrently herewith, Debtor and the Secured Party have entered into a Note Purchase Agreement (the “ Note Purchase Agreement ”). Pursuant to the Note Purchase Agreement, Debtor will issue to the Secured Party one or more 16% Senior Secured Term Notes in the aggregate principal amount of up to $8,000,000 (collectively, the “ Notes ”).

B. Debtor now enters into this Agreement with the Secured Party as security for Debtor’s Obligations (as defined below).

NOW, THEREFORE, in consideration of their respective promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Definitions . Terms used but not otherwise defined in this Agreement that are defined in Division 9 of the Uniform Commercial Code (“ UCC ”) of the State of Texas (such as “account,” “chattel paper,” “deposit account,” “document,” “equipment,” “fixtures,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “proceeds,” and “supporting obligations”) shall have the respective meanings given such terms in Division 9 of the UCC. Capitalized terms used in this Agreement and not defined elsewhere herein or in the Note Purchase Agreement shall have the meanings set forth below:

“ Collateral ” means all of Debtor’s tangible and intangible assets, including, but not limited to, all of the following: (i) all accounts (which includes, but is not limited to, the Residuals), cash and currency, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, intellectual property, inventory, investment property, Negotiable Collateral, vehicles, goods, supporting obligations and such other assets of Debtor as may hereafter arise or Debtor may hereafter acquire or as to which the Secured Party may from time-to-time be granted a security interest, and (ii) the proceeds of any of the foregoing, including, but not limited to, proceeds of insurance covering the foregoing or any portion thereof; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Collateral does not include any “hazardous waste” as that term is defined under 42 U.S.C. Section 6903(5), as such section may be from time-to-time amended, or under any regulations thereunder.

“ Debtor’s Books ” means and includes all of Debtor’s books and records, including, but not limited to, all records, ledgers and computer programs, disk or tape files, printouts and other computer-prepared information indicating, summarizing or evidencing the Collateral.

“ Event of Default ” has the meaning specified in Section 7 of this Agreement.

“ Negotiable Collateral ” means and includes all of Debtor’s presently existing and hereafter acquired or arising letters of credit, advices of credit, promissory notes, drafts, instruments, documents, leases of personal property and chattel paper, as well as Debtor’s Books relating to any of the foregoing

“ Obligations ” means and includes any and all present or future indebtedness and/or obligations of Debtor owing to the Secured Party under the Notes and the other Transaction Documents, including, without limitation, all interest and other payments required thereunder that are not paid when due, and all of the Secured Party Expenses which Debtor is required to pay or reimburse by this Agreement, by law, or otherwise.

“ Permitted Liens ” means (i) liens on specific assets existing on the date hereof and set forth on the attached Exhibit 1, (ii) statutory liens of landlords and liens of carriers, warehousemen, bailees, mechanics, materialmen and other like liens imposed by law, created in the ordinary course of business and securing amounts not yet due (or which are being contested in good faith by appropriate proceedings or other appropriate actions which are sufficient to prevent imminent foreclosure of such liens), and with respect to which adequate reserves or other appropriate provisions are being maintained by Debtor in accordance with GAAP, (iii) deposits made (and the liens thereon) in the ordinary course of business of Debtor (including, without limitation, security deposits for leases, indemnity bonds, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, contracts (other than for the repayment or guarantee of borrowed money or purchase money obligations), statutory obligations and other similar obligations arising as a result of progress payments under government contracts, (iv) liens for taxes not yet due and payable or which are being contested in good faith and with respect to which adequate reserves are being maintained by Debtor in accordance with GAAP, (v) liens in favor of the Secured Party under the Transaction Documents, (vi) zoning ordinances, easements, covenants and other customary restrictions on the use of real property and other title exceptions that do not interfere in any material respect with the ordinary course of business and (vii) liens securing subordinated debt incurred in accordance with the terms and conditions of the Note Purchase Agreement.

“ Secured Party Expenses ” means and includes (i) all costs or expenses required to be paid by Debtor under this Agreement that are instead paid or advanced by the Secured Party, including without limitation, all taxes, liens, securities interests, encumbrances or other claims at any time levied or placed on the Collateral, (ii) all reasonable costs and expenses incurred to correct any default or enforce any provision of this Agreement, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell all or any part of the Collateral, irrespective of whether a sale is consummated, and (iii) all reasonable costs and expenses (including reasonable attorney’s fees) incurred by the Secured Party in enforcing or defending this Agreement, irrespective of whether suit is brought.

2. Construction . Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular and vice versa, to the part include the whole, “including” is not limiting, and “or” has the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section references are to this Agreement, unless otherwise specified.

3. Creation of Security Interest .

3.1 Grant of Security Interest . In order to secure Debtor’s timely payment of the Obligations and timely performance of each and all of its covenants and obligations under this Agreement and any other document, instrument or agreement executed by Debtor and/or delivered by Debtor to the Secured Party in connection with the Obligations, Debtor hereby unconditionally and irrevocably grants, pledges and hypothecates to the Secured Party a continuing first-priority security interest in and to, a lien upon, assignment of, and right of set-off against, all presently existing and hereafter acquired or arising Collateral. Upon filing of a financing statement naming Debtor as “debtor” and the Secured Party as “secured party” in the filing office of the Secretary of State of the State of Texas, the security interests in the Collateral (other than money, registered copyrights, deposit accounts or letter-of-credit rights) shall attach thereto without further act on the part of the Secured Party or Debtor.

3.2 Rights as to Inventory . Unless an Event of Default under this Agreement has occurred and is continuing, Debtor may, subject to the provisions hereof and consistent herewith, sell its inventory and enter into licenses with respect to its property, but in each case only in the ordinary course of Debtor’s business. A sale of inventory in Debtor’s ordinary course of business does not include an exchange or a transfer in partial or total satisfaction of a debt owing by Debtor, nor does it include an exchange for less than the lower of cost or fair market value. For purposes of this Section, the Residuals shall not be considered “inventory.”

4. Insurance .

4.1 General . Debtor shall, at its expense, keep its business and assets (including the Collateral to the extent appropriate) insured against loss or damage by fire, theft, explosion, sprinklers and all other hazards and risks and in such amounts as are ordinarily insured against by other owners of similar businesses. All such policies of insurance (except those of public liability and property damage) shall contain an endorsement, in a form satisfactory to the Secured Party, showing the Secured Party as an additional insured or beneficiary thereunder (or include a lender loss contract endorsement payable in favor of the Secured Party). Each such insurer shall agree (by endorsement upon the policy or policies of insurance issued by it to Debtor or by independent instruments) that it will give the Secured Party at least ten days written notice before any such policy or policies of insurance will be cancelled, and that no act or default of Debtor, or any other person, shall affect the right of the Secured Party to recover under such policy or policies of insurance or to pay any premium in whole or in part relating thereto. All insurers and insurance coverage shall be reasonably acceptable to the Secured Party. If Debtor at any time fails to obtain or maintain any insurance

as required under this Agreement, the Secured Party may (but shall not be obligated to) obtain such insurance as it deems appropriate, including if it so chooses “single interest insurance,” which will cover the Secured Party’s interest in the Collateral for the benefit of the Secured Party.

4.2 Insurance Reports . Debtor, upon request by the Secured Party, shall furnish to the Secured Party reports on each existing policy of insurance showing such information as the Secured Party may reasonably request, including the following: (i) the name of the insurer, (ii) the risks insured, (iii) the amount of the policy, (iv) the property insured, (v) the then-current value on the basis of which insurance has been obtained and the manner of determining that value and (vi) the expiration date of the policy. In addition, Debtor shall upon request by the Secured Party have an independent appraiser satisfactory to the Secured Party determine, as applicable, the cash value or replacement cost of the Collateral.

5. Filings; Further Assurances .

5.1 General . The Secured Party is authorized to file a UCC-1 Financing Statement with the Secretary of State of the State of Texas evidencing its security interest in the Collateral. Debtor also authorizes the filing by the Secured Party of such other UCC financing statements, continuation financing statements, fixture filings, security agreements, deeds of trust, chattel mortgages, assignments, motor vehicle lien acknowledgments and other documents as the Secured Party may reasonably require in order to perfect, maintain, protect or enforce the Secured Party’s security interests in the Collateral or any portion thereof and in order to fully consummate all of the transactions contemplated under this Agreement. Subject to the foregoing, if so requested by the Secured Party at any time hereafter, Debtor shall promptly execute and deliver to the Secured Party such fixture filings, security agreements, deeds of trust, chattel mortgages, assignments, motor vehicle lien acknowledgments and other documents as the Secured Party may reasonably require from Debtor in order to perfect, maintain, protect or enforce the Secured Party’s rights under this Agreement. Debtor hereby irrevocably makes, constitutes and appoints the Secured Party as Debtor’s true and lawful attorney with power, upon Debtor’s failure or refusal to promptly comply with its obligations in this Section 5.1, to sign the name of Debtor on any of the above-described documents or on any other similar documents which need to be executed, recorded and/or filed in order to perfect, maintain, protect or enforce the Secured Party’s security interests in the Collateral.

5.2 Additional Matters . Without limiting the generality of Section 5.1, Debtor will (i) at the reasonable request of the Secured Party, appear in and defend any action or proceeding which may affect Debtor’s title to, or the security interests of the Secured Party in, the Collateral and (ii) promptly furnish to the Secured Party, from time-to-time, such reports in connection with the Collateral as are required by the Note Purchase Agreement.

5.3 Accounts and Negotiable Collateral . In the event that any portion of the Collateral, including proceeds, is evidenced by or consists of accounts and/or Negotiable Collateral, at any time after the occurrence and during the continuance of an Event of Default, Debtor shall, to the extent permitted by any document comprising Negotiable Collateral, immediately endorse (where appropriate) any such Negotiable Collateral in blank and assign such accounts over to the Secured Party and deliver actual physical possession of the Negotiable Collateral to the Secured Party in order to perfect fully its security interest therein.

5.4 Documentation for Future Residuals . Until the Notes have been paid in full, each time Debtor or any subsidiary acquires any Future Residuals, Debtor and/or such subsidiary shall deliver to the Secured Party the applicable Future Residuals Security Documents. In each instance, such Future Residuals Security Documents shall be delivered at such time as is agreed upon by Debtor and the Secured Party. In addition, within three business days after the Secured Party so requests as to any Residuals already owned by Debtor, Debtor shall deliver to the Secured Party such additional documentation as may be reasonably requested by the Secured Party in order to perfect, protect and/or enforce the Secured Party’s rights with respect to such Residuals.

6. Representations, Warranties and Agreements . Debtor represents, warrants and agrees as follows:

6.1 No Other Encumbrances . Debtor has good and marketable title to the Collateral, free and clear of any liens, claims, encumbrances and rights of any kind except the Permitted Liens.

6.2 Right to Inspect Collateral . The Secured Party shall have the right, during Debtor’s usual business hours and upon reasonable advance notice, to inspect and examine the Collateral. Debtor agrees that any reasonable out-of-pocket expenses (including expenses for appraisals and/or any other third party reviews) incurred by the Secured Party in connection with this Section 6.2 shall constitute Secured Party Expenses (provided that such expenses shall not exceed $30,000 in the aggregate with respect to inspections conducted while the Company is not in default hereunder; and provided further that so long as the Company is not in default hereunder, such inspections shall be limited to one per 12-month period).

6.3 Title to Vehicles and Equipment . Upon the Secured Party’s request, Debtor shall immediately deliver to the Secured Party any and all evidences of ownership of or title to any vehicles or items of Debtor’s equipment, properly endorsed.

6.4 Maintenance of Vehicles and Equipment . Debtor shall keep and maintain its vehicles and equipment in good operating condition and repair, and shall make all necessary replacements thereto, so that the value and operating efficiency thereof shall at all times be maintained and preserved consistent with reasonable business practices.

6.5 Negative Covenants . Debtor shall not (i) sell, lease or otherwise dispose of, relocate or transfer, any of the Collateral except as provided in Section 3.2 or dispositions of Collateral that is worn out or obsolete, (ii) allow any liens on the Collateral except the Permitted Liens or (iii) change Debtor’s name or add any new fictitious name without providing the Secured Party with 15 days prior written notice, in each case except to the extent permitted pursuant to the terms of the Note Purchase Agreement.

6.6 Relocation of Principal Place of Business . The principal place of business of Debtor, and the addresses at which the Collateral is located, are shown on the attached Exhibit 2. Debtor shall not, without at least 30 days prior written notice to the Secured Party, relocate such principal place of business or the Collateral, with no relocation being permitted outside the United States in any event.

6.7 Further Information and Notices . Debtor shall promptly supply the Secured Party with such information concerning Debtor’s business as the Secured Party may reasonably request from time-to-time hereafter, and shall within three business days of obtaining knowledge thereof, notify the Secured Party of any substantial change in the Collateral or any material adverse change in the Collateral or Debtor’s financial condition or any event which constitutes an Event of Default. Debtor shall notify the Secured Party promptly after becoming aware of the occurrence of any default under the Existing Residual Contracts, the Existing Residuals Security Documents, the Future Residual Contracts, the Future Residuals Security Documents or the ISO Agreements. To the extent that a right to cure any such default shall be available and shall not have expired, the Secured Party shall have the right, but not the obligation, to effect such cure on Debtor’s behalf. All amounts expended by the Secured Party in effecting any such cure shall constitute Secured Party Expenses.

6.8 Solvency . Debtor is now and shall be at all times hereafter able to pay its debts (including trade debts) as they mature.

6.9 Secured Party Expenses . Debtor shall within ten days of written demand from the Secured Party accompanied by adequate documentation of such expenses, reimburse the Secured Party for all sums expended by the Secured Party which constitute Secured Party Expenses and, in the event that Debtor does not pay any Secured Party Expenses payable to a third party within ten days after notice thereof, then the Secured Party may immediately and without further notice pay such Secured Party Expenses on Debtor’s behalf. All such expenses shall become a part of the Obligations and, at the Secured Party’s option, will (i) be payable on demand, (ii) be added to the balance of a Note and be apportioned among and be payable with any installment payments to become due during the remaining term of that Note, or (iii) be added to the balance of a Note and treated as a balloon payment which will be due and payable at that Note’s maturity. This Agreement shall secure payment of the Secured Party Expenses and, in the event Borrower fails to pay any Secured Party Expenses after demand as described above, Debtor shall also pay to the Secured Party interest thereon at the default Rate (as provided in a Note).

6.10 Reliance by the Secured Party; Representations Cumulative . Each representation, warranty and agreement contained in this Agreement shall be conclusively presumed to have been relied on by the Secured Party regardless of any investigation made or information possessed by the Secured Party. The representations, warranties and agreements set forth herein shall be cumulative and in addition to any and all other representations, warranties and agreements which Debtor shall now or hereafter give, or cause to be given, to the Secured Party.

6.11 Permitted Actions with Respect to the Collateral . Debtor hereby makes, constitutes and appoints the Secured Party (and any of the Secured Party’s designated officers, employees or agents) as its true and lawful attorney-in-fact, with full power of substitution, with power to sign its name and to take any of the following actions, in its name or the name of the Secured Party, as the Secured Party may determine, without notice to Debtor and at Debtor’s expense (provided, however, that the actions in paragraphs (c) through (h) below may be taken only if an Event of Default has occurred and is continuing):

(a) verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telecopy or otherwise;

(b) notify all account debtors that Debtor’s accounts have been assigned to the Secured Party and that the Secured Party has security interests therein;

(c) direct all account debtors to make payment on all Debtor’s accounts directly to the Secured Party and forward invoices directly to such account debtors;

(d) take control in any manner of any cash or non-cash items of payment or proceeds of Debtor’s accounts;

(e) notify the United States Postal Service to change the address for delivery of mail addressed to Debtor to such address as the Secured Party may designate;

(f) have access to any lockbox or postal boxes into which Debtor’s mail is deposited and receive, open and dispose of all mail addressed to Debtor;

(g) enforce payment of and collect Debtor’s accounts, by legal proceedings or otherwise, and for such purpose the Secured Party may (i) demand payment of any accounts or direct any account debtors to make payment of any accounts directly to the Secured Party, (ii) receive and collect all monies due or to become due to Debtor, (iii) exercise all of Debtor’s rights and remedies with respect to the collection of any accounts, (iv) settle, adjust, compromise, extend, renew, discharge or release any accounts, (v) sell or assign any accounts on such terms, for such amount and at such times as the Secured Party deems advisable, (vi) prepare, file and sign Debtor’s name or names on any proof of claim or similar document in any proceeding under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor, (vii) prepare, file and sign Debtor’s name on any notice of lien, claim of mechanic’s lien, assignment or satisfaction of lien or mechanic’s lien or similar document in connection with the Collateral, (viii) sign Debtor’s name on verifications of accounts and notices thereof sent by account debtors to Debtor and (ix) take all other actions necessary or desirable to protect Debtor’s or the Secured Party’s interest in the Collateral; and

(h) endorse Debtor’s name on any chattel papers, documents, instruments, invoices, freight bills, bills of lading or similar documents or agreements or upon any checks or other media of payment or evidences of a security interest that may come into the Secured Party’s possession.

Debtor hereby ratifies and approves all acts of said attorneys-in-fact and agrees that said attorneys-in fact shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, except gross negligence or willful misconduct. Debtor agrees that this power of attorney, being coupled with an interest, is irrevocable. Debtor agrees to assist the Secured Party in the collection and enforcement of Debtor’s accounts and not to hinder, delay or impede the Secured Party with respect to the Secured Party’s collection or enforcement efforts.

6.12 Certain Costs and Expenses .

(a) Debtor agrees to pay on demand all costs and expenses incurred by the Secured Party in connection with its security interest in the Collateral, including, but not limited to, the following (all of which shall be included as Secured Party Expenses):

(i) all reasonable out-of-pocket costs and expenses in connection with the post-Effective Date preparation, review, negotiation, execution, delivery and/or administration of this Agreement, the Collateral Assignment, the DACAs, the Existing Residuals Security Documents, the Future Residuals Security Documents and any documents to be delivered in connection herewith or therewith (collectively, the “ Security Documents ”), or any amendments, extensions and/or increases thereto (including, without limitation, attorney’s fees and expenses, and the cost of appraisals and reappraisals of the Collateral), and the cost of periodic lien searches and tax clearance certificates, as the Secured Party deems advisable;

(ii) all losses, and reasonable out-of-pocket costs and expenses in connection with the enforcement, protection and preservation of the Secured Party’s rights or remedies under the Security Documents or any other Transaction Document, or in connection with legal advice relating to the rights or responsibilities of the Secured Party (including, without limitation court costs, attorney’s fees and expenses of accountants and appraisers); and

(iii) any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of the Transaction Documents.

(b) In the event Debtor shall fail to pay any taxes, insurance, assessments, costs or expenses which it is required to pay hereunder, or fails to keep the Collateral free from security interests or liens (except as expressly permitted herein), or fails to maintain or repair the Collateral as required hereby, or otherwise breaches any obligation under the Security Documents or any other Transaction Document, the Secured Party, in its discretion, may make expenditures for such purposes and the same shall be included as Secured Party Expenses.

7. Events of Default . The occurrence of any Event of Default under any Note, after the expiration of any applicable grace or cure period, shall constitute an “Event of Default” by Debtor under this Agreement.

8. Rights and Remedies .

8.1 Rights and Remedies of the Secured Party .

(a) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Secured Party may cause any one or more of the following to occur, all of which are authorized by Debtor:

(i) The Secured Party may make such payments and do such acts as it considers necessary or reasonable to protect its security interests in the Collateral. Debtor agrees to assemble and make available the Collateral if the Secured Party so requires.

(ii) Debtor authorizes the Secured Party to enter the premises where the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the opinion of the Secured Party, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all expenses incurred in connection therewith.

(iii) The Secured Party shall be automatically deemed to be granted a license or other right to use, without charge, Debtor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral.

(iv) The Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral.

(v) The Secured Party may sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale).

(vi) The Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: (A) the Secured Party shall give Debtor a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (B) the notice shall be personally delivered or mailed, postage prepaid, to Debtor at least ten calendar days before the date fixed for the sale, or at least ten calendar days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value and (C) if the sale is to be a public sale, the Secured Party shall also give notice of the time and place by publishing a notice at least twice, the first at least 20 calendar days before the date of the sale, in a newspaper of general circulation, if one exists, in the county in which the sale is to be held.

(vii) The Secured Party may credit bid and purchase all or any portion of the Collateral at any public sale.

(viii) To the extent permitted by applicable law, the Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (i) the Secured Party may have a receiver appointed as a matter of right, (ii) the receiver may be an employee of the Secured Party and may serve without bond and (iii) all fees of the receiver and his or her attorney shall be Secured Party Expenses become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Notes from the date of expenditure until repaid.

(ix) The Secured Party, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral (including the Residuals).

(x) The Secured Party may at any time, in its reasonable discretion, transfer any Collateral (including the Residuals) into its own name or that of its nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Secured Party may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, Residuals or similar property, the Secured Party may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as the Secured Party may determine. For these purposes, the Secured Party may, on behalf of and in the name of Debtor, receive, open and dispose of mail addressed to Debtor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral (including the Residuals). To facilitate collection, the Secured Party may notify account debtors and obligors on any Collateral (including the Residuals) to make payments directly to the Secured Party.

(b) The Secured Party may deduct from the proceeds of any sale of the Collateral all Secured Party Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Secured Party provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Secured Party’s reasonable discretion), upon demand, Debtor shall pay all of such Secured Party Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by the Secured Party.

8.2 Rights and Remedies Cumulative . The rights and remedies of the Secured Party under this Agreement and any other agreements and documents delivered and/or executed in connection with the Obligations shall be cumulative. The Secured Party shall also have all other rights and remedies not inconsistent herewith as are provided under applicable law, or in equity. No exercise by the Secured Party of any one right or remedy shall be deemed an election, and no delay by the Secured Party shall constitute a waiver, election or acquiescence.

9. Additional Waivers . The Secured Party shall not in any way or manner be liable or responsible for (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency or other person whomsoever. If the Secured Party at any time has possession of any Collateral, whether before or after an Event of Default, the Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if the Secured Party takes such action for that purpose as Debtor shall request or as the Secured Party, in the Secured Party’s reasonable discretion, shall deem appropriate under the circumstances, but failure to honor any request by Debtor shall not of itself be deemed to be a failure to exercise reasonable care. The Secured Party shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve, or maintain any security interest given to secure the Obligations.

10. Notices . All notices or demands by either party relating to this Agreement shall be made in writing as provided in Section 8(f) of the Note Purchase Agreement.

11. Choice of Law . The validity of this Agreement, its construction, interpretation and enforcement, and the rights of the parties hereunder and concerning the Collateral, shall be determined under, governed by, and construed in accordance with the laws of the State of California as applied to contracts made and to be fully performed in such state, without regard to the conflicts of laws provisions thereof, except to the extent that the validity, perfection or enforcement of a security interest hereunder in respect of any Collateral is governed by the laws of the State of Texas, in which case such laws shall govern.

12. Waiver of Jury Trial . THE PARTIES EACH WAIVE, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

13. General Provisions .

13.1 Effectiveness . This Agreement shall be binding and deemed effective when executed by Debtor and the Secured Party.

13.2 Successors and Assigns . This Agreement shall bind and inure to the benefit of the successors and permitted endorsees, transferees and assigns of the Secured Party. Debtor shall not assign this Agreement or any rights or obligations hereunder, and any such assignment shall be absolutely void.

13.3 Section Headings . Section headings are for convenience only.

13.4 Interpretation . No uncertainty or ambiguity herein shall be construed or resolved against the Secured Party or Debtor, whether under any rule of construction or otherwise. This Agreement shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties.

13.5 Severability of Provisions . Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

13.6 Entire Agreement; Amendments . This Agreement and the documents referenced herein contain the entire understanding of the parties with respect to the matters covered herein and supercede all prior agreements, negotiations and understandings, written or oral, with respect to such subject matter. No provision of this Agreement shall be waived or amended other than by an instrument in writing signed by Debtor and the Secured Party.

13.7 Good Faith . The parties intend and agree that their respective rights, duties, powers, liabilities and obligations shall be performed, carried out, discharged and exercised reasonably and in good faith.

13.8 Waiver and Consent . The Secured Party shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing. No delay or omission on the part of the Secured Party in exercising any right shall operate as a waiver of such right or any other right. A waiver by the Secured Party of a provision of this Agreement shall not prejudice or constitute a waiver of the Secured Party’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by the Secured Party, nor any course of dealing between the Secured Party and Debtor, shall constitute a waiver of any of the Secured Party’s rights or of any of Debtor’s obligations as to any future

transactions. Whenever the consent of the Secured Party is required under this Agreement, the granting of such consent by the Secured Party in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the reasonable discretion of the Secured Party.

13.9 Counterparts . This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized persons on the date first written above.

EXHIBIT 1

Permitted Liens

Subject to subordination agreements executed in favor of the Secured Party, indebtedness incurred by the Company under the $1,550,000 in aggregate principal amount of SECURED SUBORDINATED PROMISSORY NOTE(S) issued pursuant to the $3 Million Subordinated Debt Offering and the $2 Million Subordinated Debt Offering, each with an initial closing of December 31, 2010, is secured as follows:

“…first priority lien and security interest in, to and under all of the following assets of the Company (collectively, the “ Collateral ”):

(a) all accounts, accounts receivable, contract rights, general intangibles, chattel paper, notes, drafts, acceptances, and all other debts, obligations and liabilities in whatever form owing to Company from any person, firm, corporation or other legal entity whether now existing or hereafter arising or acquired;

(b) all now owned or hereafter acquired and wherever located goods, merchandise and other personal property which are held for sale or lease or to be furnished under contracts of service or held as raw materials, work in process or finished goods and supplies or materials used or consumed in Company’s business or used in connection with the manufacture, packing, shipping, advertising or furnishing of such goods;

(c) all now existing or hereafter acquired machinery, equipment, furniture and fixtures, including spare parts, replacements, substitutions, additions or accessions thereto, wherever located;

(d) all documents, policies and certificates of insurance and chooses in action, whether now or hereafter existing;

(e) all instruments, securities and cash owned by Company or in which Company has an interest, which now or hereafter are at any time in possession or control of Lender or in transit by mail or carrier to or from Lender or in the possession of any third party acting on Lender’s behalf, without regard to whether Lender received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Lender has conditionally released the same;

(f) all books, records, ledger sheets and other records relating to the foregoing;

(g) all customer lists, purchase orders, contract rights, trademarks, trade names, copyrights, patents, processes, and all applications therefor, know-how, trade secrets, confidential information, goodwill, assumed names, and all other intellectual property; and

(h) all proceeds, products, offspring, rents and profits of the foregoing, including, without limitation, proceeds of insurance.”

EXHIBIT 2

Location of Principal Place of Business and Collateral

Principal Place of Business :

500 N. Akard, Suite 2850

Dallas, TX 75201

Location of Collateral :

500 N. Akard, Suite 2850

Dallas, TX 75201